AGREEMENT FOR USE OF THE MAPMYFITNESS I-FRAME The MapMyFitness Stand-Alone Mapping Tool and I-Frame (the "MMF Service") is an online service provided by MapMyFitness, Inc. ("MMF") that allows the User to use the MMF I-Frame as plotting for plotting maps, retrieving elevation charts, searching for local routes, access highly rated MMF routes, viewing local events, and fitness calculators directly on your website. The text, data, graphics, moving and still images and sound recordings contained in the MMF Service, and any portion thereof, are referred to as the "MMF Content". MMF provides the MMF Service and MMF Content (the "MMF Products") on and subject to the terms and conditions set forth in this Agreement for Use of the MapMyFitness I-Frame ("Agreement"). You are referred in this Agreement as "you" or "User". Please read this Agreement carefully before accessing or using the MMF Products. By accessing or using the MMF Service, you agree to be bound by the terms and conditions in this Agreement. If you do not wish to be bound by these terms and conditions, you may not access or use the MMF Service or the MMF Content. If you use any of the MMF Products in a manner inconsistent with these terms and conditions in this Agreement, MMF may terminate your access, block your future access and/or seek such additional relief and remedies at law or in equity as the circumstances of your misuse indicate is proper. MMF may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. You agree to review the Agreement periodically to be aware of such modifications and your continued access or use of the MMF Service or the MMF Content will be deemed your conclusive acceptance of the modified Agreement. If you refuse to accept the terms and conditions of this Agreement, you may not access or use the MMF Service or the MMF Content or any part thereof. Any terms and conditions proposed by you which are in addition to or which conflict with the terms and conditions in this Agreement are expressly rejected by MMF and shall be of no force or effect. CONSENT TO TERMS AND CONDITIONS FOR USE You, as User, represent that you have read, understand, and agree to be bound by this Agreement. 1. LICENSE TO USE MMF SERVICE AND CONTENT 1.1. License. MMF grants to User a non-exclusive, revocable, non-transferable right, on and subject to the terms and conditions set forth in this Agreement, to use the MMF Products for accessing and viewing only as transmitted in either hard copy or electronic form through User's website. Except as set forth in this Agreement, no other copying, display, use or distribution in any form of the MMF Products, in whole or in part, by User is permitted without the prior written consent of MMF. 1.2. Limitations and Restrictions. User agrees and acknowledges that: (a) the license granted is for use of the MMF Products by User on User's website and may be used only by the end users of the website; (b) User may not edit, modify or translate the MMF Products in any way, nor rewrite or otherwise use any portion of the MMF Products to create original content for publication except with the prior written consent of MMF; (c) User shall not download substantial extracts of the MMF Products, nor transmit nor redistribute the MMF Products in either hard copy or electronic form to any third party; (d) User will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any MMF Products, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the MMF Products or proprietary information related thereto; (e) User may not resell or grant any sublice to use or access the MMF Products or any part thereof; and (f) User may not copy, display or distribute the MMF Content, in whole or in part, except on User's website. 1.3. Editorial Control. MMF reserves to itself complete editorial freedom in the form and content of the MMF Content and may alter the same at any time and from time to time in its sole discretion. 1.4. Storage. User and its end users may store and use the MMF Content in accordance with the provisions of this Agreement during the Term until the MMF Content is refreshed. All saved routes, created events, or end user data is owned solely by MMF during and after termination of use 1.5. Withdrawal of a MMF Service. MMF may cancel all or part of any MMF Service or MMF Content at any time without notice in its sole discretion. 1.6. Notice of Errors. User agrees to notify MMF promptly if User becomes aware of any errors in any MMF Products. In the event of such notice, MMF will use reasonable efforts to promptly correct the error, provided User's sole recourse and remedy for such errors will be to terminate its use of the MMF Products. User also agrees to promptly bring to MMF's attention any reports or information received by User which is likely to be of material interest, use or benefit to MMF regarding the MMF Products or any part thereof. 2. CREDIT AND BRANDING 2.1. Notices and Accreditation. User shall not remove or conceal any copyright or other proprietary notice or any credit-line or date-line included in the MMF Products (including attribution for Google Maps or TeleAtlas Data and copyrights). If User downloads any extracts of the MMF Content as permitted by this Agreement, User must accredit MMF as the source of the MMF Content by the inclusion of the following notice: "Data sourced from MapMyFitness", "Source: MapMyFitness", or "Powered by MapMyFitness". 2.2. MMF Marks. Except as set out in this Agreement, User shall not use any name, logo, trademark or other identifier (including MapMyRun, MapMyRide, MapMyHike, MapMyWalk and related logos, trademarks or other identifiers, whether now existing or which may hereafter come into existence or be owned by MMF) (the "MMF Marks") without MMF's prior written consent. User shall not remove or conceal the MMF Marks included in the MMF Products. MMF reserves the right to amend, modify and replace MMF Marks including replacing the name, logo, trademark or other MMF Marks with a specific MMF site property or service (e.g., MapMyRun.com or MapMyRide.com, etc.) from time to time in its sole discretion and without notice to User. 2.3. Co-Branding. Except for User's own logo, User may not co-brand pages containing any MMF Content. For purposes of this Agreement, to "co-brand" means to display the name, logo, trademark or other identifier of an entity (other than MMF) in such a manner as to give the viewer the impression that such other entity is a publisher or subscriber of the MMF Content. This restriction is not intended to prohibit conventional advertising, other use of third party logos or sponsorships that do not create such impression. 2.4. User Information. User agrees that MMF and its affiliates may use User's name, logo and address and other contact information in presentations, marketing materials, customer lists, financial reports, web site listings of customers and other promotional materials. 2.5. MMF Advertising. MMF may show advertising inside the i-frame, on the MMF maps and in designated areas. All areas in the header footer and left and right navigation are owned by the User and User may display and sell advertising around the i-frame with no obligation to MMF, subject to the terms and conditions of this Agreement. 2.6. End Users. Any end user (i.e., a person who accesses the MMF Content through User's website) who leaves the Users website becomes an MMF site user. MMF makes no guarantees or other assurances of link back traffic to the User's site. 3. MMF INTELLECTUAL PROPERTY 3.1. Rights of MMF. The MMF Products, MMF Marks, technology, code, and Intellectual Property Rights (as defined in this Agreement) of MMF ("MMF Intellectual Property"), whether now existing or which may hereafter come into existence, are owned by MMF and are the valuable intellectual property of MMF. User acknowledges that User will not acquire any right, title or interest in any MMF Intellectual Property and disclaims any rights or claim to any MMF Intellectual Property. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Any goodwill acquired by MMF through User's use of the MMF Products, code name trademarks and Intellectual Property Rights shall inure solely to the benefit of MMF. 3.2. User's Obligations. User will promptly notify MMF of any infringement, or alleged or threatened infringement of any right of MMF (including any MMF Intellectual Property) of which User becomes aware and User will provide reasonable assistance (at no out of pocket cost to User) to MMF in connection with MMF's protection of such rights. 3.3. User Contributions. By submitting ideas, suggestions, documents, and/or proposals ("User Contributions") to MMF through its suggestion or feedback web pages or otherwise, User acknowledge and agree that: (a) such User Contributions do not contain confidential or proprietary information; (b) MMF is not under any obligation of confidentiality, express or implied, with respect to the User Contributions; (c) MMF shall be entitled to use or disclose (or choose not to use or disclose) such User Contributions for any purpose, in any way, in any media worldwide; (d) MMF may have something similar to the User Contributions already under consideration or in development; (e) such User Contributions automatically become the property of MMF without any obligation of MMF to User; and (f) User is not entitled to any compensation or reimbursement of any kind from MMF under any circumstances. 4. LIMITATION OF LIABILITY 4.1. Acts of God. MMF will not be liable for any failure to perform any obligation under this Agreement, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, terrorism, failure of telecommunications, fire or other casualty. 4.2. Waiver of Damages. User assumes all risk of for its use of the MMF Products and User will be solely responsible for any damage (including any damage to User's computer system or loss of data) that results from the download of any such material. Under no circumstances will MMF be liable for and User waives any rights to any damages, whether direct, indirect, incidental, special or consequential, including lost profits, with respect to the use of any of the MMF Products or any breach of this Agreement by MMF regardless of whether such damages could have foreseen or prevented by either party. MMF shall not be liable for any damages suffered or incurred by User or any third person arising out of their use of the MMF Products or any faults, interruptions or delays in the MMF Products or any inaccuracies, errors or omissions in the MMF Products. 5. EXCLUSION OF WARRANTIES. 5.1. General Exclusion. MMF Products are provided on an "As Is" and "As Available" basis. THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO THE MMF SERVICES OR THE MMF CONTENT OR THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT. USER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, GUARANTY OR REPRESENTATION MADE BY OR ON BEHALF OF MMF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, IF ANY. 5.2. Exclusion Relating to Routes. User acknowledges that as a part of the foregoing disclaimer, exclusion and waiver, all routes included as a part of the MMF Content have been posted by third party users of the MMF website and have not been reviewed or approved by MMF and, therefore, MMF does not guarantee the accuracy, integrity, safety or quality of such routes or any content related thereto and THERE ARE NO WARRANTIES, GUARANTIES OR REPRESENTATIONS AS TO ANY ROUTES, OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE 5.3. Exclusion Relating to User's Requirements. Without limiting the generality of the foregoing disclaimers, exclusions and waivers, MMF makes no representation or warranty that (a) the MMF Products will meet User's requirements or expectations; (b) the MMF Products will be uninterrupted, timely, secure or error-free; (c) the results that may be obtained from the use of the MMF Products will be accurate or reliable; (d) there will be link back traffic to the User's site; and (e) any errors or deficiencies in the MMF Products will be corrected. No advice or information, whether oral or written, obtained by User from MMF or through or from the MMF Products shall create any representation, warranty or guaranty. 6. INDEMNIFICATION User will indemnify and hold MMF, its officers, directors, members, managers, employees, affiliates, contractors, subsidiaries, and agents, and/or their assigns (the "MMF Parties") harmless from and against any and all liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorney's fees and expenses and costs of investigation brought against or incurred by any of the MMF Parties resulting from or arising out of or related to the use by User of any of the MMF Products or any breach of any of the terms in this Agreement by User or anyone claiming by, through or under User. 7. TERMINATION 7.1. Termination by MMF. MMF may terminate this Agreement at any time without notice and without further obligation to User. 7.2. Termination by User. Termination of use of the MMF Products by User shall not relieve User from any of its obligations (including its agreement to indemnify) or the terms and conditions in this Agreement. 7.3. Obligations Upon Termination. Upon termination of this Agreement, the license and all other rights to use the MMF Products and all other rights of User granted under this Agreement will terminate. Promptly upon termination of this Agreement for any reason, User will cease using the MMF Products and any other rights granted to User under the license or this Agreement and will delete or destroy any MMF Content stored by User or otherwise in the possession, custody or control of User. Time is of the essence in fulfilling these obligations. 7.4. Survival. All of User's obligations (including User's agreement to indemnify) and the terms and conditions in this Agreement and of all MMF's rights will survive any termination of this Agreement. 8. GENERAL 8.1. Press Releases and Advertising Statements. User will not make any statement (whether oral or in writing) in any external advertising, marketing, promotional materials or otherwise concerning its use of any of the MMF Products without the prior written approval of MMF. 8.2. No Use Fee. MMF does not charge any fee for use of the MMF Products in consideration for User agreeing to the terms and conditions in this Agreement. 8.3. Entire Agreement. This Agreement and any other terms and conditions for use of the MMF Products (as modified imposed by MMF from time to time by updating this Agreement in the manner prescribed in this Agreement), constitute the entire agreement between User and MMF and govern User's use of the MMF Products. There are no other oral or written collateral representations, agreements, or understandings regarding the subject matter of this Agreement. 8.4. Controlling Law. This Agreement will be governed by and construed in accordance with the laws of Colorado. Recognizing the global nature of the Internet, User agrees to comply with all applicable laws, rules, regulations and orders of any government, administrative authority or court having jurisdiction over User. The exclusive venue and jurisdiction for any dispute under this Agreement is the state and federal courts of Colorado. Each party consents to the personal and exclusive jurisdiction of the state and federal courts located in Denver County in the State of Colorado with respect to any legal proceedings that may arise in connection with the use of the MMF Products or from a dispute as to the interpretation or breach of this Agreement. 8.5. Notices. Whenever any notice, request, consent, approval or other communications shall be given by one party hereto to the other, such communication shall be in writing and shall be given by personal delivery or sent to the address of the party set forth below by certified mail, postage prepaid, return receipt requested, or by reputable overnight courier for next business day delivery, prepaid, receipt acknowledged. Notices shall be deemed received on the earlier of the date of actual receipt or, in the case of notice by mail or overnight courier, the date of receipt marked on the acknowledgment of receipt. Rejection or refusal to accept or the inability to deliver because of change of address of which no notice was given shall be deemed to be received as of the date such notice was deposited in the mail or delivered to the courier. MMF may change its address to which notices should be sent to it by modifying this Agreement in the manner provided in this Agreement. User may change its address to which notices should be sent to it by giving MMF written notice of the new address in the manner set forth in this paragraph. The addresses of the parties shall be: MMF: MapMyFitness, Inc. 5303 East Evans Avenue, Suite 100 Denver, Colorado 80222 User At such address as User may give written notice to MMF in the manner required in this paragraph, provided that in order to be effective, such notice must specifically refer to this Agreement. 8.6. Assignment. This Agreement will be binding upon and inure to the benefit of the parties, their respective personal representatives, and permitted successors and assigns. User may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of MMF. MMF reserves the right, at its sole discretion, to assign any of its rights and delegate any of its duties hereunder, in whole or in part. 8.7. Relationship Between the Parties. The parties acknowledge and agree that they are dealing with each other as independent contractors. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement. Nothing contained in this Agreement shall be interpreted as conferring upon either party the power or authority to bind the other party in any transaction with third parties. 8.8. Amendments; Waivers. This Agreement may not be amended or modified by User. Any attempt to do so is ineffective and not binding upon MMF. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of MMF at any time or times to require full performance of any provision hereof will in no manner affect the right of MMF at a later time to enforce the same. 8.9. Severability. If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected. 8.10. Headings. In this Agreement, paragraph and section headings are for convenience and do not affect the interpretation. 8.11. Remedies. Upon any breach of this Agreement by User, MMF shall be entitled to all remedies available at law or in equity, including the right to injunctive relief and specific performance. 8.12. Construction. Throughout this Agreement, the singular shall include the plural and the plural shall include the singular, all genders shall be deemed to include other genders, wherever the context so requires, and the terms "including," "include" or derivatives thereof, unless otherwise specified, shall be interpreted in as broad a sense as possible to mean "including, but not limited to," or "including, by way of example and not limitation." 8.13. Attorneys' Fees. In the event of any action shall be filed in court of law or equity by either party relating to the enforcement of this Agreement, the prevailing party in such action shall be awarded, in addition to the amount of any judgment or other award entered therein, the costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the action. 8.14. Consent. Whenever any action requires the consent or approval of MMF, such consent or approval shall be effective only if it is in writing and signed by an authorized representative of MMF. MMF shall have the right to withhold or condition its consent or approval to any action for any reason in its sole discretion.