This AGREEMENT is effective [DATE] (“Effective Date”), by and between [CUSTOMER], a [JURISDICTION OF INCORPORATION] [ENTITY TYPE] (“Client”) and Hotspot LLC a Texas limited liability company (“Hotspot”).

Hotspot will use reasonable commercial efforts to provide certain concierge services as set forth in one (1) or more order(s), in substantially the form attached hereto, or as otherwise agreed by Client and Hotspot via email or via Hotspot's website, located at [LINK] (such agreed-upon services, the “Services”) in accordance with and subject to the terms in this Agreement.

Acceptance

If Client submits a request for Services via email or Hotspot's website, such requests shall be considered an offer subject to Hotspot's affirmative acceptance, after which acceptance such requests shall become binding (each, and "Order"). Each Order must specifically reference this Agreement in order to be binding. Hotspot will use reasonable efforts to respond to requests for Services in a timely manner, but in no event shall Hotspot's silence be deemed an acceptance.

Client will designate "Authorized Contact(s)" who will communicate directly with Hotspot to place Orders and facilitate the provision of Services to Client and its students, employees, or affiliated individuals. Client can change its Authorized Contacts in its discretion, upon written notice to Hotspot.

Term

The term of this Agreement will be for twelve (12) months and will automatically continue thereafter for successive twelve (12) month intervals, unless otherwise terminated as follows. If either party materially breaches this Agreement (including failure to make any payment hereunder), the other party may terminate this Agreement by giving thirty (30) days (ten (10) in the case of nonpayment) written notice of a material breach, unless such material breach is cured within the applicable notice period. Either party may terminate this Agreement for convenience after [DATE] by giving thirty (30) days written notice to the other. In the event of termination, whether for breach or for convenience, Client must pay Hotspot all Fees (defined below) due or accrued as of such termination date.

Billing Procedures & Compensation

Client agrees to pay Hotspot for the Services (the “Fees”) in accordance with the rates set forth in each Order. Fees are non-refundable. Unless otherwise agreed to in writing, Hotspot shall submit to Client invoices after each Order is complete. Client shall pay the Hotspot invoice within three (3) days of receipt of the invoice.

Confidential and Proprietary Information

Each party shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by such party, (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other party prior to making any such use or disclosure.

General

General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Hotspot shall not be prohibited or enjoined at any time by Client from utilizing any "skills or knowledge of a general nature" acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, "skills or knowledge of a general nature" shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another client.

Relationship of Parties. For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. Hotspot will be solely responsible for its income taxes in connection with this Agreement and Client will be responsible for sales, use and similar taxes, if any.

Non-Solicitation of Personnel. During the term of this Agreement, and for a period of one (1) year thereafter, Client will not directly or indirectly solicit the employees of Hotspot without the prior written consent of Hotspot.

Assignment. Neither party shall have the right to assign this Agreement to another party except that Hotspot may assign its rights and obligations to a successor to substantially all its assets or business.

Governing Law. This contract and any dispute arising hereunder shall be governed by the laws of the State of Texas.

Limitation of Liability; Excusable Delay. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE IN CONTRACT OR IN TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) TO THE OTHER PARTY FOR ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE, OR FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM HOTSPOT'S PERFORMANCE OR NON-PERFORMANCE HEREUNDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, HOTSPOT'S TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOTSPOT FOR THE APPLICABLE SERVICES FROM WHICH THE DAMAGES AROSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DELAY OR FAILURE TO PERFORM, WHICH IS DUE TO CAUSES BEYOND THE CONTROL OF SAID PARTY (INCLUDING, IN THE CASE OF HOTSPOT, MATTERS RELATED TO THE PERFORMANCE OF THE THIRD PARTY SERVICE PROVIDER (DEFINED BELOW)); PROVIDED, HOWEVER, THAT FAILURE TO MAKE ANY PAYMENTS PROVIDED FOR HEREIN SHALL NOT BE EXCUSED FOR ANY SUCH CAUSE.

Assumption of Risk. To the fullest extent permitted under applicable law, Client agrees and acknowledges that it assumes sole responsibility and risk for use of the Services, including use of the Services by the Authorized Contact, and the results and performance thereof including, without limitation, Client's purchase or use or receipt of any third-party services, or goods, in connection with the Services (collectively, “Third Party Services”).

Third Party Services. The Services may include arranging for Client's receipt Third Party Services, such as Hotspot's arranging delivery of food to Client. If Client is unhappy in any way with the Third Party Services (including in connection with their quality or accuracy), Client must resolve such matters directly with the provider of such Third Party Service (the “Third Party Service Provider”). Client acknowledges and agrees that Hotspot does not own or control such Third Party Service Providers, and Hotspot cannot and will not be responsible for any Third Party Services (regardless of whether Hotspot recommended such Third Party Services to Client) and reserves the right to cancel or amend any Order placed by Client for a Third Party Service if the applicable Third Party Service Provider is unable to perform under such Order, in whole or in part, without liability to Hotspot.

If Client has any questions or concerns regarding the Thrid Party Services, Client may contact Hotspot at [insert email]; Hotspot will make reasonable efforts to assist Client with such questions or concerns in a timely and satisfactory manner, but cannot guarantee any specific outcome, including that Hotpot will be able to resolve any problem Client may be having with the Third Party Services and/or Third Party Service Provider. As stated above, Hotspot does not control Third Party Service Providers (including without limitation Third Party Service Providers’ willingness to grant refunds where requested by Client), and Client may need to communicate with the applicable Third Party Service Provider directly to resolve the issue.

Entire Agreement; Amendment; Modification or Waiver; Notices.This Agreement (and any attachments hereto incorporated herein) set forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified below for notice or such other address as may be properly specified by written notice hereunder.

Client Warranty. Client hereby represents and warrants that it has the right and authority (i) to enter into this Agreement and perform its obligations hereunder. Additionally, to the extent Client provides any personal data to Hotspot, Client hereby represents and warrants that it has the right to share such personal data with Hotspot. If Client is an individual agreeing to this Agreement on behalf of an entity or organization, Client hereby represents and warrants that it has the right to bind such entity or organization to this Agreement. Client hereby represents and warrants that it will not share personal data of minors under the age of 18 with Hotspot. Furthermore, if Client is acting on behalf of minors when requesting certain Services (e.g., ordering food for a youth team), Client represents and warrants that it has obtained the right from each minor's parent or guardian to act on behalf of such minor (e.g., to place such order).

Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HOTSPOT DISCLAIMS ALL WARRANTIES RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FOR AVOIDANCE OF DOUBT, HOTSPOT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ON BEHALF OF ANY THIRD PARTY SERVICE PROVIDER OR RELATED TO ANY THIRD PARTY SERVICES.