(c) Event Reimbursement. MyFirestorm may reimburse the Member’s Chapter for events that the Member organizes as Chapter President. Chapter size will dictate the amount MyFirestorm will reimburse the Chapter for guest days as follows:

(a) Website Use As a Chapter President, Member shall have access to the Website as a means to advertise and share information about his/her Chapter. Member will be provided with administrative rights for his/her Chapter page which includes the ability to create and edit meetings and guest days and events, email other members, pass referrals, create content, post discussions, invite guests and approve and deny member applications to his/her Chapter, subject to approval of MyFirestorm and Member’s compliance with MyFirestorm policies and procedures, including the MyFirestorm Website Terms of Use (the “Terms of Use”).

(a) Content Approval. MyFirestorm retains the right to accept or reject any content submitted by Member for posting on the Website, or delete any content that has been posted on the Website, as set forth in the Terms of Use or, if MyFirestorm determines, in its sole discretion, that the content is otherwise not appropriate for a Chapter President to be posting.

(a) Term The initial term of this Agreement shall be one (1) year from the Effective Date (the “Initial Term”). At the end of the Initial Term (or any Renewal Term), the Agreement shall be automatically extended for an additional one (1) year (each a “Renewal Term”), unless one of the parties notifies the other party in writing not less than thirty (30) days prior to the end of the Initial Term or the applicable Renewal Term of its intent not to extend this Agreement. The Initial Term and any Renewal Term are referred to in this Agreement as the “Term.”

(b) Termination. Notwithstanding the provisions of Section 6(a), this Agreement may be terminated by MyFirestorm on notice to Member in the event Member breaches any term or provision of this Agreement.

Except as otherwise provided, MyFirestorm shall own all aspects of the Services, and all work product or deliverables under this Agreement, including all ideas, inventions, concepts, know-how, development tools, techniques and any other proprietary material or information that may be developed by MyFirestorm or Member in connection with this Agreement (including all content posted on the Website, all marketing materials, etc., that are created by Member or MyFirestorm), and all related patent rights, copyrights and other intellectual property rights (collectively, “Intellectual Property”). Member shall use MyFirestorm solely to assist Member with performing his duties under this Agreement, and only with the prior written approval of MyFirestorm.

(a) DISCLAIMER. MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT MYFIRESTORM’S SERVICES AND THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTY BY MYFIRESTORM OR ITS THIRD PARTY PROVIDERS OF ANY KIND AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, MYFIRESTORM AND ITS THIRD PARTY LICENSORS AND PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT. FOR CLARIFICATION PURPOSES, AND WITHOUT LIMITATION, THERE IS NO WARRANTY THAT THE ANY OF THE SERVICES WILL MEET MEMBER’S REQUIREMENTS, OR THAT MEMBER’S ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER MYFIRESTORM NOR ITS THIRD PARTY PROVIDERS WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY, CURRENTNESS OR OTHERWISE. MEMBER WILL NOT HOLD MYFIRESTORM AND/OR IT’S THIRD PARTY PROVIDERS OR RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM MEMBER’S USE OF THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO MYFIRESTORM AND/OR ITS THIRD PARTY PROVIDERS.

(b) LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER MYFIRESTORM NOR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS SHALL BE LIABLE TO MEMBER (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM MEMBER’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND -- INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS AND LOSS OF DATA -- IN ANY WAY RELATED TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT OR AS A RESULT OF NEGLIGENCE OR BREACH OF STATUTORY DUTY), REGARDLESS OF WHETHER THE PARTY THAT IS LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL MYFIRESTORM’S TOTAL LIABILITY FOR A CLAIM UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO OR RECEIVED BY MYFIRESTORM UNDER THIS AGREEMENT DURING THE THREE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

Member shall indemnify, defend and hold harmless MyFirestorm, its subsidiaries, affiliates, officers, employees, contractors and agents, and other service providers from and against all claims and losses (including costs of defense and reasonable attorney’s fees) of any nature arising out of, resulting from, or relating to, Member’s violation of the terms of this Agreement or any non-compliance with federal, state, county, city or other laws, regulations, codes or requirements, including without limitation all applicable safety laws.

During the term of this Agreement and for one (1) year thereafter, Member shall not, directly or indirectly, engage in any business, or assist others with engaging in any business activities, that compete with the then-existing business or business model of MyFirestorm.

(a) Independent Contractor.
(i) Member shall be an independent contractor with respect to the performance of services under this Agreement. MyFirestorm and Member agree that nothing in this Agreement shall be (i) construed as constituting Member as other than an independent contractor of MyFirestorm for any purpose whatsoever or (ii) deemed to create an employer-employee, partnership, franchise or joint venture relationship between MyFirestorm and Member (and Member will not represent to any third party that any such relationship exists).
(ii) Member shall be responsible for all taxes and other costs and expenses attributable to the compensation payable to and services provided by Member under this Agreement, and Member represents that Member has taken or will take any and all actions to comply with applicable federal, state, and local laws pertaining to the services. Member acknowledges and agrees that Member is not entitled to, and shall have no claim for, workers’ compensation insurance benefits, unemployment compensation benefits, or any medical or other employment benefits (including but not limited to, vacation pay, sick leave, retirement benefits, disability benefits) from MyFirestorm.
(iii) Member shall have no authority (and shall not hold itself out as having authority) to bind MyFirestorm and shall not make any agreements or representations on MyFirestorm's behalf without MyFirestorm's prior written consent.

(b) Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, any successor or assignor MyFirestorm. Member shall not be entitled to assign this Agreement in whole or in part without the prior written approval of MyFirestorm.

(c) Confidentiality. The parties understand and agree that MyFirestorm has a unique method of operating its business in which it retains a proprietary interest and reserves a right of confidentiality. Except as otherwise provided, Member covenants and agrees not to use, employ or incorporate any aspect of the business or operation of MyFirestorm in its own business or in any business which it may hereafter establish, operate or in which it may retain an interest. Member acknowledges that the Confidential Information of MyFirestorm remains the sole and exclusive property of MyFirestorm. Member shall use a reasonable degree of care to protect any Confidential Information and may not disclose any Confidential Information without the prior written consent of MyFirestorm. Upon termination of this Agreement (whether by expiration or by early termination), Member shall immediately cease use of such Confidential Information and return all such Confidential Information to MyFirestorm within ten (10) days of termination. As used herein, the term “Confidential Information” includes all Services and product information, marketing, sales techniques and information, pricing information and strategies as well as other information disclosed orally, visually or in writing and other business information of MyFirestorm.

(d) Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (i) the third business day after being sent by first class U.S. Mail, registered or certified, return receipt requested, postage pre paid or (ii) the first business day after being sent by a nationally-recognized overnight courier delivery service to the other party at the address set forth in this Agreement or on file with MyFirestorm. Notices may also be emailed to MyFirestorm at info@myfirestorm.com.

(e) Compliance with Laws and Regulations. The parties agree to (i) comply with all applicable laws, ordinances and regulations applicable to its respective operations and to obtain and maintain all necessary licenses and permits required by law and (ii) comply with applicable rules and regulations with regard to the operation of its business.

(f) Governing Law and Arbitration.
(i) This Agreement will be governed in all respects by the laws of the State of Colorado (without regard to conflicts of law provisions), as such laws are applied to agreements entered into and to be performed entirely within the State of Colorado between Colorado residents.
(ii) Any dispute between the parties concerning the scope or interpretation of this Agreement, including any dispute regarding the applicability or enforceability of this section, shall be submitted to binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association in effect on the date that a dispute is submitted to arbitration (the “Rules”) except as such Rules are modified pursuant to this Section. Arbitration shall be held in Denver, Colorado. Except as otherwise provided, each party shall bear its respective costs in the preparation and presentation of the dispute, and shall bear equally the administrative costs of the arbitration.
(iii) In any action, suit, proceeding, claim or counterclaim brought to enforce this Agreement or any of its provisions, the party that substantially prevails in any such action, suit, proceeding, claim or counterclaim (the “Prevailing Party”) shall recover its costs, fees and expenses, including, but not limited to, the reasonable costs, fees and expenses of attorneys and outside experts (collectively, “Expenses”), from the other party (the “Non-Prevailing Party”), and the court or arbitration panel shall be so instructed to determine which party is the Prevailing Party, to grant recovery of the Expenses incurred by the Prevailing Party, and to order the Non-Prevailing Party to pay forthwith the Expenses of the Prevailing Party.

(g) Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

(h) Waiver. The waiver by either party of a breach of any provision of this Agreement of the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual agreement of the parties in writing.