PLEASE READ THESE TERMS AND INDICATE YOUR ACCEPTANCE BY CLICKING THE ["I ACCEPT/AGREE" BUTTON OR "I ACCEPT/AGREE" HYPERTEXT LINK] AT THE BOTTOM OF THIS WEB PAGE. THESE TERMS, TOGETHER WITH ANY WORK OR PURCHASE ORDER (AS DEFINED BELOW) IF ANY, CONSTITUTE THE “AGREEMENT” AND GOVERN THE INSTITUTION’S PURCHASE OF THE PLATFORM AND ALL SERVICES AS MORE FULLY DESCRIBED HEREIN.
ACCEPTANCE OF THESE TERMS MEANS THAT YOU ARE BOUND BY THE TERMS OF THE AGREEMENT. YOU MAY NOT PURCHASE THE SUBSCRIPTION TO ACCESS AND USE THE PLATFORM OR SITE(S) UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

YOU MAY PRINT THE WEB PAGE CONTAINING THIS LICENSE OR SAVE IT AS A FILE ON YOUR COMPUTER. 

This Platform and Software License and Services Agreement (the “Agreement”) is between you, an authorized agent on behalf of a school (the “Institution”) and 2080 Media, Inc., a Delaware corporation having a principal place of business at 2990 Brandywine Road, Suite 300, Atlanta, Georgia 30341, on behalf of itself and its controlled and/or managed affiliates (collectively, “2080 Media”). 

1. Platform; Site. 2080 Media develops, maintains, and distributes an online platform and hosting solution (the “Platform”) that allows the Institution to establish and manage websites for school athletic programs and additional 2080 Media-owned products used by the Institution, if any. Through the Platform, the Institution can design, publish, maintain, and manage a customized, Institution-branded website (the “Site”) accessible to the public, including but not limited to the Institution’s students, parents, guardians, administrators, teachers, and staff (the Institution’s “End Users”) allowing the Institution to promote its athletic program and showcase its active community (the “Site Purpose”). 

2. VNN Site Transition Period. Until December 31, 2025, users of the Platform may be transitioning their previous school athletic sites from the platform that was previously known as VNN. During this period (the ”VNN Site Transition Period”) the institutions using the Platform may have additional and/or different functionalities available than will be available after the expiration of the VNN Site Transition Period.  

3. Website Terms. The Institution acknowledges that the Institution and its End Users’ use of the Site shall be governed by the website terms (the “Website Terms”) and privacy policy (the “Privacy Policy”).  The Privacy Policy explains how we treat End User personal data and protect their privacy while they use the Site. The Institution acknowledges and agrees that the Website Terms and Privacy Policy will be displayed on each page of the Site in the position where website terms are customarily displayed.

4. Platform License. Subject to the Institution’s compliance with the Agreement, the Website Terms, and any other documentation which expressly states it is incorporated into the Agreement, 2080 Media grants the Institution the right to access and use the Platform for the purposes of designing, publishing, maintaining, and managing the Site solely for the Site Purpose.

5. Additional Services. During the Term (defined below), the Institution may engage 2080 Media to provide certain additional professional services related to the Site (the “Services”) from time to time as may be agreed to in writing and set out in one or more work orders (“Work Orders”). 

6. Ownership. The Institution acknowledges and agrees that the Platform and Site, are licensed to the Institution subject to the Agreement. The Agreement grants the Institution the right to access and use the Platform to publish and maintain the Site and manage products on a subscription basis but does not confer any title or ownership with respect to the Platform, the Site, or any associated domains and URLs. All rights and title to the Platform, the Site, and all associated domains, URLs, and products are the property of 2080 Media or affiliates and/or subsidiaries. All access to and use of the Platform is subject to the Agreement, the Website Terms, and any other documentation which expressly states it is incorporated into the Agreement. All rights not expressly granted by the Agreement are reserved.

7. Domains. To provide the Services hereunder, 2080 Media shall own the domain to be used in association with the Institution’s Site (“Institution Domain”). If an Institution owns the Institution Domain prior to entering the Agreement, the Institution agrees to transfer the Institution Domain to 2080 Media solely for 2080 Media’s provision of the Services hereunder. 2080 Media will maintain the domain registration during the Term. Within ninety (90) days of termination of the Agreement, 2080 Media will, at the Institution’s direction, cancel its registration or transfer the Institution Domain to the Institution. To the extent the Institution owns any trademarks included in the Institution Domain, the Institution licenses such trademarks to 2080 Media during the Term solely for the uses set forth herein. 

8. Third Party Integration. During the VNN Sites Transition Period, the Institution will have the right and license to allow third parties to access and use the Platform or Site for the Institution’s operations so long as the Institution ensures that such access and use by a third party is in accordance with these Terms. After the expiration of the VNN Sites Transition Period, solely those third-party integrations which are approved by 2080 Media, as set forth in the Platform, may be used in conjunction with the Platform or Site. 

9. Content. The Institution shall upload or download directly to the Platform, and/or provide all trademarks, graphics, articles, data, photos, schedules, or other related information or materials (collectively, the “Content”) to 2080 Media to be published on the Site and/or for other such purposes to permit 2080 Media to fulfill the Services hereunder. For the sake of clarity, 2080 Media acknowledges that as between 2080 Media and the Institution, the Institution owns the Content. During the VNN Sites Transition Period, subject to the license grant in the immediately subsequent sentence, the Institution may direct 2080 Media to retrieve Content from or be served Content the sites and solutions of the Institution’s third-party vendors (the “Institution Vendor Content”). With respect to any Institution Vendor Content, the Institution hereby grants 2080 Media a non-exclusive, transferable, sub-licensable, paid-up, royalty-free right and license to use, copy, modify, make derivative works of, and transmit Institution Content and/or Institution Vendor Content to the extent necessary for 2080 Media to provide the Services. The Institution acknowledges and agrees that the license in the foregoing sentence extends to other services 2080 Media may be providing the Institution whether or not the Institution is entered into a then current Platform and Site License Agreement. The Institution shall be solely responsible for any and all liability which arises out of (i) the Content posted by or on behalf of the Institution or any of its employees, representatives, affiliates, members, or agents whether by automated or manual means and/or (ii) the Institution Vendor Content. The Institution shall not post, direct 2080 Media to post or allow to be posted, any Content which could reasonably be deemed inappropriate for minors or violates any civil or criminal law (“Harmful Content”). 2080 Media in its sole discretion reserves the right to remove from its Site any Harmful Content.

10. Restrictions on Use. The Institution acknowledges and agrees that use of the Platform, the Site, and, during the Term, all associated domains and URLs is limited to the Site Purpose. Unless expressly permitted by law, the Institution will not decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of or decrypt the Platform or Site or servers hosting the Platform or Site. The Institution shall not and shall not allow or enable any third party to: 

a. manipulate or otherwise display the Platform or Site by using framing, mirroring, or similar navigational technology or directly link to any portion of the Site other than the main homepage; 

b. remove, obscure, or alter any proprietary notices on the Platform or Site (including any notice of copyright or trademark or any notice, link, or reference to the Website Terms) of 2080 Media or its affiliates, partners, or suppliers;

c. modify, adapt, improve, enhance, or make any derivative work from the Platform or Site;

d. probe, scan, or test the vulnerability of or breach the authentication measures of the Platform, Site, or any related networks or systems; 

e. access systems, data or information not intended by 2080 Media to be made accessible to the Institution;

f. violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

g. use the Platform or Site in a manner that is fraudulent, unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, or promotes racism, bigotry, or hatred;

h. use the Platform or Site to engage in any act(s) that would constitute a criminal offense or give rise to civil liability, physical harm of any kind against any group or individual, or is otherwise objectionable; 

i. use the Platform or Site in a manner that is harmful to minors in any way; 

j. upload, post, email, distribute, transmit, link, solicit, or otherwise make available any Content through the Platform or Site that may upload, introduce, transmit, or distribute any computer viruses, worms, or any software, computer code, files, or programs intended to damage, interrupt, destroy, or otherwise alter a computer system, software, hardware, or data;

k. use the Platform or Site to send or transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

l. use any robot, spider, scraper, or any other automated or manual means to harvest, collect, gather, or assemble information or data on the Platform or Site, disable, impair, disrupt, overburden, or otherwise interfere with the Platform or Site or any hardware, software, servers, or networks connected to the Platform or Site; 

m. place itself or facilitate the placement or use of any third-party tags, cookies, pixels and/or other data collection or tracking technology on the Site without prior written consent of 2080 Media; 

n. disable, impair, disrupt, overburden, or otherwise interfere with the Platform or Site or any hardware, software, servers or networks connected to the Platform or Site; 

o. attempt to gain unauthorized access to the Platform or Site (or to other computer systems or networks connected to or used together with the Platform or Site), whether through hacking, password mining, or any other means; or

p. use the Platform or Site to sell any advertising, sponsorships, or promotions placed on, around, or within the Site, other than those agreed in writing with 2080 Media. 

11. Develop, Improve and Update the Service. At any point during the Term, 2080 Media may make modifications or changes (to all or part of the Platform or Site) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue access or publication of the Site, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all institutions, some institutions or End User(s). When the Platform or Site requires or includes downloadable software, that software may update automatically once a new version or feature is available. If we make material changes that negatively impact your use of the Platform or Site, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues.

12. Advertising. Unless otherwise agreed in writing by 2080 Media and the Institution pursuant to Exhibit A, you agree that 2080 Media has the exclusive right to place advertising on the Site. Advertising rights and obligations are set forth in greater detail in Exhibit A, attached hereto. 

13. Fees; Payment. The Institution will pay 2080 Media any fees related to Advertising as set forth in Exhibit A and fees related to a valid and duly executed Work Order, if any, according to the terms of such Work Order. 

14. Term; Termination. The Agreement will commence on the date the Institution gains access to the Platform or Site becomes active for use by the Institution’s End Users, whichever comes first, and will be effective until the following June 30 (the “Initial Term”). Thereafter, the Agreement will automatically renew for additional one year terms (each, a “Renewal Term”) unless otherwise terminated in accordance with this paragraph (the Initial term, together with each Renewal Term, collectively the “Term”). Unless agreed in writing otherwise, the advertising option chosen by the Institution will also automatically renew. The Institution may terminate this agreement by providing notice of termination within 30 days of the end of the applicable Term.  

15. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within ten (10) days after the breaching party’s receipt of such notice. 

16. Effect of Termination. Upon any termination of this Agreement, all rights and licenses granted by 2080 Media hereunder, as well as publication of the Site will immediately terminate. Within 30 days of any termination or expiration, 2080 Media will discontinue the Institution’s access to the Platform and Site, and, with the exception of Content licensed for use under other 2080 Media products as referenced in Section 9 above, all rights and licenses to the Content granted by the Institution will terminate. You understand and agree, however, that 2080 Media may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted.

17. Suspension. If the publication and/or use of the Platform or Site (whether by the Institution, End Users or other third parties) in 2080 Media’s reasonable judgment, causes or is likely to cause significant harm to 2080 Media or the Platform or Site or otherwise threatens the security, integrity or availability of the Platform or Site or potential liability for any reason, 2080 Media may suspend The Institution’s access to the Service. 2080 Media will use commercially reasonable efforts under the circumstances of such suspension to (i) provide The Institution with notice and an opportunity to remedy such violation or threat prior to any such suspension, (ii) limit the suspension to only accounts involved in the activities in question, and (iii) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.

18. Confidentiality. The Institution acknowledges and agrees that the Institution and its employees and agents have and will have access to certain Confidential Information of 2080 Media. “Confidential Information” means all information provided by 2080 Media to the Institution hereunder that is (i) proprietary and/or non-public information related to the past, present and future business activities of 2080 Media and its subsidiaries and affiliates; (ii) information relating to 2080 Media’s business plans, pricing, financial information, methods, processes, code, data, information technology, network designs, and any passwords, sign in, or administrative access information; (iii) the terms of this Agreement; and (iv) any other information that is designated as confidential by 2080 Media. The Institution shall not use 2080 Media’s Confidential Information except as permitted under this Agreement, and shall not disclose, distribute, or disseminate the Confidential Information to any third party. Confidential Information does not include (a) information that has become publicly known through no breach by the Institution of these confidentiality obligations; or (b) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing. 

19. 2080 Media Indemnity. 2080 Media will defend the Institution from any claim or action and pay all costs, damages, losses, expenses, or liabilities to the extent directly arising out of or relating to any third-party allegation that the Platform, the content on the Site to the extent provided by 2080 Media or any Services performed or provided by 2080 Media infringes, misappropriates, or otherwise violates such third party’s intellectual property or proprietary rights. The foregoing indemnification does not apply to the extent such claim(s) involves (i) the Institution’s Content and/or the Institution’s Vendor Content; (ii) acts or omissions of the Institution’s third-party vendors; (iii) the Institution’s use of the Platform or Site not in compliance with these Terms; and/or (iv) the Institution’s gross negligence or willful misconduct. 

20. Institution Indemnity. The Institution will defend 2080 Media and pay all costs, damages, losses, expenses, or liabilities to the extent arising out of or relating to (a) any claim related to the Institution Vendor Content on the Platform or Site and/or the integration of a third party by or on behalf of the Institution; (b) any claim brought by a third party alleging that 2080 Media’s use of the Content violates the law and/or misappropriates, or otherwise infringes upon such third party’s intellectual property, proprietary, publication, or privacy rights; and/or (c) the content, subject matter, linked website or application and/or software code of any advertising material, provided by or on behalf of the Institution (for itself or a third party advertiser) for exhibition on the Site.

21. Disclaimer of Warranties. Other than as expressly stated in these Terms, the services and products provided by 2080 Media under this Agreement are provided "AS IS," WITHOUT WARRANTY OF ANY KIND TO THE INSTITUTION OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM, FITNESS FOR THE INSTITUTION'S PURPOSE OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. THE INSTITUTION AGREES THAT ANY EFFORTS BY 2080 MEDIA TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE DISCLAIMER OF WARRANTIES. 

22. Limitation of Remedies. THE INSTITUTION AGREES THAT 2080 MEDIA SHALL NOT BE LIABLE TO THE INSTITUTION OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF 2080 MEDIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES WERE REASONABLY FORESEEABLE TO 2080 MEDIA. IN NO EVENT SHALL 2080 MEDIA'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY THE INSTITUTION FOR THE PLATFORM AND SITE LICENSE AND/OR SERVICES HEREUNDER. THE INSTITUTION AGREES THAT ANY EFFORTS BY 2080 MEDIA TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATION OF REMEDIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to The Institution. In such jurisdictions, 2080 Media's liability is limited to the greatest extent permitted by law.

23. Force Majeure. Excluding payment obligations, if any, neither 2080 Media nor the Institution will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.

24. Severability. If any provision of this Agreement is held to be invalid or unenforceable such provision will be struck and the remaining provisions will remain in effect to the greatest extent permitted by law.

25. Governing Law; Venue. This Agreement shall be governed and controlled by the laws of the State in which the Institution resides as to interpretation, enforcement, validity, construction, and effect and in all other respects. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts in which the Institution resides.

26. Entire Agreement. These Terms, including any exhibits, and Work Orders attached hereto constitute the complete agreement of the parties with respect to the subject matter hereof. 

27. Waiver. The waiver by any party of a breach of any provision of the Agreement shall not operate as or be construed to be a waiver of any subsequent breach of any provision of this Agreement.

28. No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.

29. Independent Contractor. 2080 Media is an independent contractor and not an employee, agent, joint-venturer, or partner of the Institution. 2080 Media will not be liable for any obligation incurred by the Institution. 

Updated February 2025
 
EXHIBIT A

Advertisements
This Exhibit A outlines the advertising rights and revenue sharing arrangement between the Institution and 2080 Media for advertisements placed on the Site and the Institution’s social media pages.

1. Advertising Options. 
a. 2080 Media Controlled Advertising Inventory: Unless expressly agreed pursuant this Exhibit A (and fully executed by the parties), 2080 Media will retain the right to sell all advertising, sponsorships and/or promotions related to and/or published on the Site (“2080 Media Procured Advertising”).  Under this structure, in a given academic year (“Academic Year”), if 2080 Media has received two thousand four hundred dollars ($2,400) in 2080 Media Advertising Revenue (net of agency and/or ad serving fees, if any), 2080 Media will pay the Institution fifty percent (50%) of the revenue received by 2080 Media for 2080 Media Procured Advertising in excess of two thousand four hundred dollars ($2,400) (“Institution Revenue Share”). 

b. Institution Controlled Advertising Inventory. If indicated and upon full execution of this Exhibit, the Institution will retain the right to sell all advertising, sponsorships and/or promotions related to and/or published on the Site (“Institution Procured Advertising”). Under this structure, the Institution will be entitled to retain all revenue generated from Institution Advertising contingent upon paying 2080 Media a flat fee of two thousand four hundred dollars ($2,400) per Academic Year (“Advertising Inventory Fee”). 

2. Content and Placement; Technical Specifications. 
a. All advertising (in any form) will be placed on the Site in the units designated as advertising inventory by 2080 Media in its sole discretion. All advertising and/or promotional content must adhere to the Advertising Guidelines set forth on Schedule 1, attached hereto, and any other guidelines agreed in writing by the parties. 2080 Media reserves the right within its discretion to reject or remove from the Site any advertisements for which the materials, software code associated with such materials (e.g. pixels, tags, JavaScript), if any, or the website to which the advertisement is linked do not comply with the Advertising Guidelines, or that in 2080 Media’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, 2080 Media reserves the right within its discretion to reject or remove from its Site any ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon 2080 Media and/or its parent, subsidiaries, affiliates or institutional partners. 

b. Institution sold media must comply with the technical specifications provided by 2080 Media and may be updated in 2080 Media’s discretion. The Institution (or its third party vendor) may not itself, consent to and/or facilitate the placement of any third-party tags, cookies, pixels and/or other data collection or tracking technology without prior written consent of 2080 Media. The Institution acknowledges and agrees that 2080 Media may make improvements, updates or modifications to the Platform and Site at any time, which may include modifications to the available advertising unit. In the event of impact to advertising inventory, 2080 Media will make reasonable commercial efforts to provide as much notice as practicable to the Institution. 

3. Payment. If the Institution has chosen Advertising Option B, 2080 Media will send an invoice for the Advertising Inventory Fee at the beginning of each Renewal Term. Such fee will be due within thirty (30) days of receipt of such invoice. If applicable, 2080 Media will notify the Institution on or before August 15 of the Term of Institution Revenue Share, if any, to be paid to the Institution within thirty (30) days of such notification. 2080 Media may, at its sole discretion and election, apply funds owed to the Institution to any amounts owed by the Institution to 2080 Media.

4. Effect of Termination. In the case of termination of this Agreement, including non-renewal, the Institution shall maintain a direct link to Site until the earlier of (a) all 2080 Media Procured Advertising obligations are satisfied, or (b) ninety (90) days past the non-renewal date.

Schedule 1

Advertising Guidelines

RESTRICTIONS: Advertising that shall be false, misleading, deceptive, offensive or in poor taste shall be subject to rejection and/or a requirement that it be edited. All advertisements must comply with the relevant laws, rules and regulations of the applicable state associations and/or school districts. Without limiting the generality of the foregoing, certain categories of advertisements will not be accepted without prior consent, which such consent may be withheld for any reason whatsoever. These categories include the following:

 1. Advocacy Advertisements. An advocacy advertisement is any advertisement that advocates a political, religious or controversial public position. All political advertisements (whether in support of a candidate, referendum, issue or otherwise) will be considered “advocacy advertisements.” 

2. Cigarettes or Tobacco Advertisements.

3. Betting or Gambling Advertisements. 

4. Firearms Advertisements. 

5. 900 Phone Number Advertisements. 

6. Contraceptive Advertisements. 

7. Tattoo Parlor and Body Piercing Advertisements.

8. “NC-17” Rated Movie Advertisements. 

9. Adult Entertainment Advertisements. 

10. “R” Rated Movie Advertisements. 

11. “M” Rated Electronic (computer or video) Games Advertisements. 

12. Hard Liquor Advertisements. 

13. Beer, Wine, or other Alcoholic Beverage Advertisements 

14. “High Risk” Investments (e.g., commodities, options, foreign exchange) Advertisements. 

15. “High Risk” Business Opportunities (e.g., “get rich quick” schemes and business opportunities) Advertisements. 

16. “High Risk” Health Offerings