Youth Digital Enterprise Partner Online Terms
Please review these online terms and conditions (these “Terms”) carefully, as they form part of legally binding agreement by and between Youth Digital, Inc. (“Youth Digital”) and the Enterprise Partner identified on the Enterprise Partner Agreement which references these Terms (the “Enterprise Partner,” and such Enterprise Partner Agreement, the “Enterprise Partner Agreement,” together with these Terms is the “Agreement”). These Terms govern the relationship pursuant to which Youth Digital and the Enterprise Partner will hold afterschool or summer day camps teaching students how to create with technology (collectively, the “Camp”). Capitalized terms used, but not otherwise defined, in these Terms have the same meaning ascribed to them in the Enterprise Partner Agreement. In the event of a conflict between these Terms and the Enterprise Partner Agreement, these Terms prevail except to the extent expressly set forth otherwise in the Enterprise Partner Agreement. These Terms may be modified by Youth Digital at any time, which modifications will be effective upon publication to the URL on which such terms are posted.
1. Fees and Payments. In consideration of the rights to access and use the Courses (as defined below) and the Camp Materials (as defined below) granted herein, the Enterprise Partner hereby agrees to pay the fees (the “Fees”) set forth in the license order attached to the Enterprise Partner Agreement (the “License Order”) within 10 days of its receipt of an invoice therefor regardless of whether it receives payment from each Camp participant. Invoices will be delivered on a weekly basis via electronic mail to the Enterprise Partner’s billing contact (set forth in the Enterprise Partner Agreement). Except as otherwise expressly set forth in the Enterprise Partner Agreement, the Fees are non-refundable. Youth Digital reserves the right to charge an additional late fee equal to 1.5% per month on unpaid Fees owed and outstanding more than 7 days after the due date therefor until such amounts are paid in full and/or may suspend its performance of its obligations under the Agreement until such time, without penalty or liability to the Enterprise Partner. In addition, for amounts unpaid and outstanding for more than 60 days following such due date, the Enterprise Partner shall be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
2. Rights to each Course, the Camp Materials, and the Installer.
2.1 Subject to the terms and conditions set forth in the Agreement, Youth Digital hereby provides the Enterprise Partner with the nonexclusive, non- transferable, non-assignable, limited rights to access and use: (a) each Course purchased by the Enterprise Partner pursuant to the License Order in connection with the Enterprise Partner’s facilitation thereof for, and to provide such limited rights of access and use to, that number of unique End Users (as defined below) per Course, as is set forth in the License Order; and (b) the Camp Materials in connection with the Enterprise Partner’s facilitation of each Course to which the Enterprise Partner is granted rights under Section 2.1(a) above. Such rights of access and use are not a license and are personal to each of the Enterprise Partner and each unique End User and are limited to that period of time as is set forth in the License Order.
2.2 Subject to the terms and conditions set forth herein, Youth Digital hereby grants to the Enterprise Partner that number of revocable, nonexclusive, non-transferable, fully-paid up, non-sublicensable, non-assignable, royalty-free, limited licenses to download, install, operate, run and use the Installer (as defined below) in object code format on a per End User / per Course basis solely in conjunction with each license purchased by the Enterprise Partner pursuant to the License Order. Each license granted pursuant to this Section 2.2 is personal to each of the Enterprise Partner and each unique End User and is limited to that period of time as is set forth in the License Order.
2.3 The Enterprise Partner hereby agrees that each End User’s use of the Camp Materials and the Installer is subject to such End User’s prior acceptance of, and continued compliance with, the terms and conditions set forth in that certain end user license agreement posted at: youthdigital.com/tos.html (excluding of the section entitled “Purchases” therein), as may be modified by Youth Digital from time to time, which modifications are effective upon Youth Digital’s delivery of notice thereof (the “EULA”). In the event of an actual, threatened or suspected breach of any term or condition set forth in a EULA, Youth Digital may suspend or terminate access to and use of the Course and the Camp Materials and the license to the Installer, without penalty or liability to the Enterprise Partner, until such breach is cured to Youth Digital’s satisfaction.
2.4 For purposes hereof: (a) “Course” means one instructional course comprising a series of classes, in each case, as is set forth in, and taught according to, each set of Camp Materials; (b) “Camp Materials” means all text, images, graphics, logos, illustrations, photographs, audio, video, written curriculum, interactive assessments and activities, software code, custom libraries, example files or projects, teacher training materials, and other content related to each Course owned or controlled by Youth Digital and described in the License Order; (c) “End User” means each Camp teacher and participant whom the Enterprise Partner permits to access and use the Course and the Camp Materials, and to download, install, operate, run and use the Installer pursuant to the terms and conditions set forth in the EULA; (d) “Installer” means the application comprising Installer Software and Integrated Third Party Software that installs the starter files included in the Camp Materials in connection with the Course; (e) “Installer Software” means software embedded in the Installer that is owned or controlled by Youth Digital and that interoperates with Integrated Third Party Software in order to enable the Installer; and (f) “Integrated Third Party Software” means software integrated in the Installer that is owned or controlled by certain third parties that interoperates with the Installer Software in order to enable the Installer.
3. Restrictions on Use. The Enterprise Partner hereby agrees it will not use, and will not permit any End User to use, the Camp Materials or the Installer: (a) except in strict accordance with the terms and conditions set forth herein, in the EULA, and in any other written instructions therefor that may be provided to the Enterprise Partner by Youth Digital from time to time; (b) in furtherance of any illegal or unlawful purpose; (c) to misappropriate, violate or infringe on a third party’s intellectual property or privacy rights; (d) with any service, technology or product not provided or approved by Youth Digital; (e) to disseminate any false, defamatory or libelous information; (f) after any termination or expiration of the Agreement or the applicable rights grant or license therefor; or (g) to perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, Youth Digital or any End User any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Camp Materials or the Installer. The Enterprise Partner agrees to report immediately to Youth Digital, and to use best efforts to stop immediately, a violation of any term or condition set forth in this Section 3.
4. Intellectual Property Ownership. The Enterprise Partner hereby acknowledges and agrees Youth Digital is and will remain the sole and exclusive owner of all rights, title and interest in and to the Camp Materials, the Installer and all intellectual property rights associated with the foregoing, including the design, layout, “look and feel,” and other graphical elements thereof. The Enterprise Partner agrees it will not take any actions inconsistent with Youth Digital’s ownership of Youth Digital’s rights in and to the Camp Materials and the intellectual property associated therewith. Except as otherwise expressly set forth herein, the Enterprise Partner agrees that the Enterprise Partner will not directly or indirectly: (a) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Camp Materials or the Installer, or make the Camp Materials or the Installer available to third parties; (b) modify, translate, reverse engineer, decompile, decrypt or disassemble the Camp Materials or the Installer, including, without limitation, create derivative works or similar products; (c) upload, link to or post any portion of the Camp Materials or the Installer on a bulletin board, intranet, extranet or website; (d) use or distribute the Camp Materials or the Installer except in accordance with the terms set forth in the Agreement; (e) use or distribute the Camp Materials or the Installer in violation of any applicable laws, regulations or export restrictions; (f) possess or use the Camp Materials or the Installer in any format other than machine-readable format; or (g) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Camp Materials or the Installer. Except to the extent expressly set forth herein, the Enterprise Partner does not have any rights in, to, or under the Camp Materials or the Installer or under any of the intellectual property rights associated therewith.
5. Confidentiality. The Enterprise Partner will hold as confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties Youth Digital’s Confidential Information (as defined herein). For purposes hereof, “Confidential Information” means any confidential or proprietary information disclosed, made available or otherwise provided, by or on behalf of Youth Digital to the Enterprise Partner that reasonably should be known by the Enterprise Partner to be confidential or proprietary to Youth Digital in light of the nature of the information disclosed or the circumstances of disclosure. Confidential Information will not include information that: (a) was publicly available at the time of disclosure, or that subsequently becomes publicly available, except by wrongful disclosure by the Enterprise Partner; or (b) is approved in writing for release by Youth Digital.
6. Marketing. Youth Digital may provide the Enterprise Partner with marketing resources and materials (such as camp descriptions, digital resources, and images) as and to the extent set forth in the Enterprise Partner Agreement (the “Marketing Materials”). The Enterprise Partner hereby agrees: (a) only to use the Marketing Materials to promote the Camp; (b) not to alter or otherwise modify the Marketing Materials without Youth Digital’s prior written consent; and (c) otherwise to use the Marketing Materials in accordance with Youth Digital’s instructions therefor. The Enterprise Partner may not utilize fee-based marketing programs or arrangements for the Camps without Youth Digital’s prior written approval. The Enterprise Partner agrees not to make any disclosures, issue any statements, or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Youth Digital, its directors, officers, business, services, products or personnel. The Enterprise Partner hereby agrees Youth Digital may use the Enterprise Partner’s name, logos and trademarks on its website and in publicity releases, promotional materials, advertising, marketing and business generating efforts.
7. Termination; Cancellation. A party may terminate the Agreement: (a) if the other party breaches any material term or condition, or any of its representations or warranties, set forth in the Agreement, which breach is not cured within 14 days after written notice is received by the breaching party identifying the nature of the breach; or (b) by mutual written consent. Youth Digital has the right to terminate the Agreement if more than one Camp is canceled in accordance with the Enterprise Partner Agreement. Notwithstanding any expiration or termination of the Agreement, these Terms survive.
8. Representations and Warranties. The Enterprise Partner represents and warrants to Youth Digital that: (a) its performance under the Agreement will not violate any applicable law; (b) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (c) it has the full right, power and authority to enter into the Agreement and to perform its obligations hereunder; and (d) the Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
9. Indemnification. The Enterprise Partner hereby agrees to indemnify, defend and hold harmless Youth Digital and its personnel, agents, successors and assigns from and against all demands, claims, damages, losses, liabilities, and costs (including reasonable attorneys’ fees) arising from: (a) the Enterprise Partner’s negligence or intentional misconduct; (b) personal injury or property damage caused by the Enterprise Partner and/or attributable to the maintenance and operation of the premises utilized by the Enterprise Partner; and/or (c) the Enterprise Partner’s breach of any term or condition, or of any of its representations or warranties, set forth in the Agreement.
10. Limitation of Liability. In no event will Youth Digital be liable to the Enterprise Partner for any special, lost profits, non-compensatory, consequential, exemplary, indirect, incidental, statutory or punitive damages of any kind (even if Youth Digital has been advised of the possibility of such damages), including, without limitation, damages for loss of revenue or anticipated profits or lost business. In no event shall Youth Digital’s total cumulative liability for claims of any kind, whether based on contract, tort, negligence, indemnity or otherwise, for any loss or damage arising out of or related to the Agreement, the Camp, or the Camp Materials exceed the fees actually paid by the Enterprise Partner under the Agreement.
11. Relationship of the Parties. Each of Youth Digital and the Enterprise Partner hereby acknowledges and agrees that the relationship between the parties hereunder shall be that of independent parties and that nothing contained herein shall be construed or interpreted as creating any other relationship between the parties including, but not limited to, employer/employee, principal/agent, Enterprise Partnership, or joint venture.
12. Governing Law and Dispute Resolution. The Agreement will be governed by, and interpreted in accordance with, the laws of the State of North Carolina except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Upon demand of either party, any dispute, claim or controversy arising out of, connected with or relating to the Agreement between or among the parties shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted in Durham, North Carolina. A judgment upon the award may be entered in any court having appropriate jurisdiction. Each party shall bear its own costs and expenses and attorneys’ fees, and an equal share of the arbitrators’ fees and any administrative fees of arbitration. Notwithstanding the foregoing, in the event of any breach or threatened breach of Sections 2, 3, 4, and 5 hereof, Youth Digital may seek injunctive or other equitable remedies and relief directly from the federal and state courts located in the State of North Carolina without posting bond or other security, to which jurisdiction, for such purpose, the Enterprise Partner hereby irrevocably consents.
Please review these online terms and conditions (these “Terms”) carefully, as they form part of legally binding agreement by and between Youth Digital, Inc. (“Youth Digital”) and the Enterprise Partner identified on the Enterprise Partner Agreement which references these Terms (the “Enterprise Partner,” and such Enterprise Partner Agreement, the “Enterprise Partner Agreement,” together with these Terms is the “Agreement”). These Terms govern the relationship pursuant to which Youth Digital and the Enterprise Partner will hold afterschool or summer day camps teaching students how to create with technology (collectively, the “Camp”). Capitalized terms used, but not otherwise defined, in these Terms have the same meaning ascribed to them in the Enterprise Partner Agreement. In the event of a conflict between these Terms and the Enterprise Partner Agreement, these Terms prevail except to the extent expressly set forth otherwise in the Enterprise Partner Agreement. These Terms may be modified by Youth Digital at any time, which modifications will be effective upon publication to the URL on which such terms are posted.
1. Fees and Payments. In consideration of the rights to access and use the Courses (as defined below) and the Camp Materials (as defined below) granted herein, the Enterprise Partner hereby agrees to pay the fees (the “Fees”) set forth in the license order attached to the Enterprise Partner Agreement (the “License Order”) within 10 days of its receipt of an invoice therefor regardless of whether it receives payment from each Camp participant. Invoices will be delivered on a weekly basis via electronic mail to the Enterprise Partner’s billing contact (set forth in the Enterprise Partner Agreement). Except as otherwise expressly set forth in the Enterprise Partner Agreement, the Fees are non-refundable. Youth Digital reserves the right to charge an additional late fee equal to 1.5% per month on unpaid Fees owed and outstanding more than 7 days after the due date therefor until such amounts are paid in full and/or may suspend its performance of its obligations under the Agreement until such time, without penalty or liability to the Enterprise Partner. In addition, for amounts unpaid and outstanding for more than 60 days following such due date, the Enterprise Partner shall be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
2. Rights to each Course, the Camp Materials, and the Installer.
2.1 Subject to the terms and conditions set forth in the Agreement, Youth Digital hereby provides the Enterprise Partner with the nonexclusive, non- transferable, non-assignable, limited rights to access and use: (a) each Course purchased by the Enterprise Partner pursuant to the License Order in connection with the Enterprise Partner’s facilitation thereof for, and to provide such limited rights of access and use to, that number of unique End Users (as defined below) per Course, as is set forth in the License Order; and (b) the Camp Materials in connection with the Enterprise Partner’s facilitation of each Course to which the Enterprise Partner is granted rights under Section 2.1(a) above. Such rights of access and use are not a license and are personal to each of the Enterprise Partner and each unique End User and are limited to that period of time as is set forth in the License Order.
2.2 Subject to the terms and conditions set forth herein, Youth Digital hereby grants to the Enterprise Partner that number of revocable, nonexclusive, non-transferable, fully-paid up, non-sublicensable, non-assignable, royalty-free, limited licenses to download, install, operate, run and use the Installer (as defined below) in object code format on a per End User / per Course basis solely in conjunction with each license purchased by the Enterprise Partner pursuant to the License Order. Each license granted pursuant to this Section 2.2 is personal to each of the Enterprise Partner and each unique End User and is limited to that period of time as is set forth in the License Order.
2.3 The Enterprise Partner hereby agrees that each End User’s use of the Camp Materials and the Installer is subject to such End User’s prior acceptance of, and continued compliance with, the terms and conditions set forth in that certain end user license agreement posted at: youthdigital.com/tos.html (excluding of the section entitled “Purchases” therein), as may be modified by Youth Digital from time to time, which modifications are effective upon Youth Digital’s delivery of notice thereof (the “EULA”). In the event of an actual, threatened or suspected breach of any term or condition set forth in a EULA, Youth Digital may suspend or terminate access to and use of the Course and the Camp Materials and the license to the Installer, without penalty or liability to the Enterprise Partner, until such breach is cured to Youth Digital’s satisfaction.
2.4 For purposes hereof: (a) “Course” means one instructional course comprising a series of classes, in each case, as is set forth in, and taught according to, each set of Camp Materials; (b) “Camp Materials” means all text, images, graphics, logos, illustrations, photographs, audio, video, written curriculum, interactive assessments and activities, software code, custom libraries, example files or projects, teacher training materials, and other content related to each Course owned or controlled by Youth Digital and described in the License Order; (c) “End User” means each Camp teacher and participant whom the Enterprise Partner permits to access and use the Course and the Camp Materials, and to download, install, operate, run and use the Installer pursuant to the terms and conditions set forth in the EULA; (d) “Installer” means the application comprising Installer Software and Integrated Third Party Software that installs the starter files included in the Camp Materials in connection with the Course; (e) “Installer Software” means software embedded in the Installer that is owned or controlled by Youth Digital and that interoperates with Integrated Third Party Software in order to enable the Installer; and (f) “Integrated Third Party Software” means software integrated in the Installer that is owned or controlled by certain third parties that interoperates with the Installer Software in order to enable the Installer.
3. Restrictions on Use. The Enterprise Partner hereby agrees it will not use, and will not permit any End User to use, the Camp Materials or the Installer: (a) except in strict accordance with the terms and conditions set forth herein, in the EULA, and in any other written instructions therefor that may be provided to the Enterprise Partner by Youth Digital from time to time; (b) in furtherance of any illegal or unlawful purpose; (c) to misappropriate, violate or infringe on a third party’s intellectual property or privacy rights; (d) with any service, technology or product not provided or approved by Youth Digital; (e) to disseminate any false, defamatory or libelous information; (f) after any termination or expiration of the Agreement or the applicable rights grant or license therefor; or (g) to perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, Youth Digital or any End User any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Camp Materials or the Installer. The Enterprise Partner agrees to report immediately to Youth Digital, and to use best efforts to stop immediately, a violation of any term or condition set forth in this Section 3.
4. Intellectual Property Ownership. The Enterprise Partner hereby acknowledges and agrees Youth Digital is and will remain the sole and exclusive owner of all rights, title and interest in and to the Camp Materials, the Installer and all intellectual property rights associated with the foregoing, including the design, layout, “look and feel,” and other graphical elements thereof. The Enterprise Partner agrees it will not take any actions inconsistent with Youth Digital’s ownership of Youth Digital’s rights in and to the Camp Materials and the intellectual property associated therewith. Except as otherwise expressly set forth herein, the Enterprise Partner agrees that the Enterprise Partner will not directly or indirectly: (a) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Camp Materials or the Installer, or make the Camp Materials or the Installer available to third parties; (b) modify, translate, reverse engineer, decompile, decrypt or disassemble the Camp Materials or the Installer, including, without limitation, create derivative works or similar products; (c) upload, link to or post any portion of the Camp Materials or the Installer on a bulletin board, intranet, extranet or website; (d) use or distribute the Camp Materials or the Installer except in accordance with the terms set forth in the Agreement; (e) use or distribute the Camp Materials or the Installer in violation of any applicable laws, regulations or export restrictions; (f) possess or use the Camp Materials or the Installer in any format other than machine-readable format; or (g) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Camp Materials or the Installer. Except to the extent expressly set forth herein, the Enterprise Partner does not have any rights in, to, or under the Camp Materials or the Installer or under any of the intellectual property rights associated therewith.
5. Confidentiality. The Enterprise Partner will hold as confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties Youth Digital’s Confidential Information (as defined herein). For purposes hereof, “Confidential Information” means any confidential or proprietary information disclosed, made available or otherwise provided, by or on behalf of Youth Digital to the Enterprise Partner that reasonably should be known by the Enterprise Partner to be confidential or proprietary to Youth Digital in light of the nature of the information disclosed or the circumstances of disclosure. Confidential Information will not include information that: (a) was publicly available at the time of disclosure, or that subsequently becomes publicly available, except by wrongful disclosure by the Enterprise Partner; or (b) is approved in writing for release by Youth Digital.
6. Marketing. Youth Digital may provide the Enterprise Partner with marketing resources and materials (such as camp descriptions, digital resources, and images) as and to the extent set forth in the Enterprise Partner Agreement (the “Marketing Materials”). The Enterprise Partner hereby agrees: (a) only to use the Marketing Materials to promote the Camp; (b) not to alter or otherwise modify the Marketing Materials without Youth Digital’s prior written consent; and (c) otherwise to use the Marketing Materials in accordance with Youth Digital’s instructions therefor. The Enterprise Partner may not utilize fee-based marketing programs or arrangements for the Camps without Youth Digital’s prior written approval. The Enterprise Partner agrees not to make any disclosures, issue any statements, or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Youth Digital, its directors, officers, business, services, products or personnel. The Enterprise Partner hereby agrees Youth Digital may use the Enterprise Partner’s name, logos and trademarks on its website and in publicity releases, promotional materials, advertising, marketing and business generating efforts.
7. Termination; Cancellation. A party may terminate the Agreement: (a) if the other party breaches any material term or condition, or any of its representations or warranties, set forth in the Agreement, which breach is not cured within 14 days after written notice is received by the breaching party identifying the nature of the breach; or (b) by mutual written consent. Youth Digital has the right to terminate the Agreement if more than one Camp is canceled in accordance with the Enterprise Partner Agreement. Notwithstanding any expiration or termination of the Agreement, these Terms survive.
8. Representations and Warranties. The Enterprise Partner represents and warrants to Youth Digital that: (a) its performance under the Agreement will not violate any applicable law; (b) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (c) it has the full right, power and authority to enter into the Agreement and to perform its obligations hereunder; and (d) the Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
9. Indemnification. The Enterprise Partner hereby agrees to indemnify, defend and hold harmless Youth Digital and its personnel, agents, successors and assigns from and against all demands, claims, damages, losses, liabilities, and costs (including reasonable attorneys’ fees) arising from: (a) the Enterprise Partner’s negligence or intentional misconduct; (b) personal injury or property damage caused by the Enterprise Partner and/or attributable to the maintenance and operation of the premises utilized by the Enterprise Partner; and/or (c) the Enterprise Partner’s breach of any term or condition, or of any of its representations or warranties, set forth in the Agreement.
10. Limitation of Liability. In no event will Youth Digital be liable to the Enterprise Partner for any special, lost profits, non-compensatory, consequential, exemplary, indirect, incidental, statutory or punitive damages of any kind (even if Youth Digital has been advised of the possibility of such damages), including, without limitation, damages for loss of revenue or anticipated profits or lost business. In no event shall Youth Digital’s total cumulative liability for claims of any kind, whether based on contract, tort, negligence, indemnity or otherwise, for any loss or damage arising out of or related to the Agreement, the Camp, or the Camp Materials exceed the fees actually paid by the Enterprise Partner under the Agreement.
11. Relationship of the Parties. Each of Youth Digital and the Enterprise Partner hereby acknowledges and agrees that the relationship between the parties hereunder shall be that of independent parties and that nothing contained herein shall be construed or interpreted as creating any other relationship between the parties including, but not limited to, employer/employee, principal/agent, Enterprise Partnership, or joint venture.
12. Governing Law and Dispute Resolution. The Agreement will be governed by, and interpreted in accordance with, the laws of the State of North Carolina except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Upon demand of either party, any dispute, claim or controversy arising out of, connected with or relating to the Agreement between or among the parties shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted in Durham, North Carolina. A judgment upon the award may be entered in any court having appropriate jurisdiction. Each party shall bear its own costs and expenses and attorneys’ fees, and an equal share of the arbitrators’ fees and any administrative fees of arbitration. Notwithstanding the foregoing, in the event of any breach or threatened breach of Sections 2, 3, 4, and 5 hereof, Youth Digital may seek injunctive or other equitable remedies and relief directly from the federal and state courts located in the State of North Carolina without posting bond or other security, to which jurisdiction, for such purpose, the Enterprise Partner hereby irrevocably consents.
