ACE BAILEY CHILDREN'S FOUNDATION GOT SKILLS COMPETITION ("Ace's Got Skills") SERVICES TERMS AND CONDITIONS
READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING YOUR REGISTRATION. THEY WILL COVER ALL OF YOUR USES OF AND PARTICIPATION IN THE EVENTS OFFERED BY ACE'S GOT SKILLS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THESE EVENTS. YOUR CLICKING ON THE BUTTON MARKED "I AGREE" AND YOUR CONTINUED USE OF AND PARTICIPATION IN THE EVENTS INDICATES YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

1. Events.

a. Acceptance of Terms and Conditions. The Ace Bailey Children’s Foundation Got Skills Competitions (“Ace’s Got Skills”) are owned and operated by RDW Marketing & Media, LLC. (“RDW Marketing”) These Terms and Conditions, your Registration and the User Policies (as defined below) (collectively, the "Agreement") govern your child's participation in current or future Ace's Got Skills events, including, but not limited to, The Ace Bailey Children's Foundation Got Skills events, (the "Events"). You acknowledge that you have read and unconditionally agree to these Terms and Conditions, as may be amended by RDW Marketing from time to time upon notice (via e-mail, web site posting or otherwise) to you. You warrant and represent that you are authorized to agree to these Terms & Conditions of behalf of the child you are registering to participate in the Events and that you are the parent or legal guardian of the child being registered for the Events. You also warrant that all information you provide under this Agreement is true and complete and that you will promptly update such information to maintain its accuracy.

b. User Policies. You will participate in the Events in accordance with these Terms and Conditions and RDW Marketing written instructions and policies, provided or accessible to you from time to time on the AcesGotSkills.com web site (the "User Policies"). RDW Marketing may modify such User Policies from time to time upon notice (via e-mail, web site posting or otherwise) to you. You warrant that your participation in the Events will not violate any applicable laws, rules or regulations. You will not, either indirectly or directly, interfere with, corrupt, damage or disrupt the Events, web site, or hardware, software or facilities. You will not remove or modify any copyright, trademarks, service marks, confidentiality or other proprietary notice or marking appearing on any materials relating to the Events or web site.

c. Events Related E-mail. By accepting this agreement you acknowledge the understanding that in order to insure the best possible attendance and registrant experience "Ace's Got Skills" will send the registrant some e-mail. This e-mail will serve the purpose of reminding the registrant of the Event(s) they are registered to attend and will also offer links to the site for the review of event standings once they have competed. Although this e-mail may have sponsor information in it, NO THIRD PARTIES WILL HAVE ACCESS TO ANY ACE'S GOT SKILLS DATA and all mailing will be done from RDW Marketing servers.

2. Account Security. Depending on the Event, you may receive access telephone numbers, access codes or URLs upon completing the Event registration process. You are responsible for maintaining the confidentiality or security of, and are fully responsible for all activities that occur, to your access telephone numbers, access codes, URLs and accounts, and you agree to immediately notify RDW Marketing of any unauthorized use thereof. RDW Marketing cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.

3. Event Levels. You acknowledge that interruptions and loss of Events may occur as a result of maintenance or repairs to RDW Marketing Events or web site, unexpected outages or interruptions (including, but not limited to, a force majeure event under Section 15 below), or an act or omission by you or any third party. RDW Marketing will not incur any liability as a result of any such interruption or loss.

4. Proprietary Rights. RDW Marketing, own and will retain all rights and interests in and to RDW Marketing Events, web site and each component thereof, including, but not limited to, all copyrights, patents, trademarks, trade secrets and other proprietary rights. You will not have, acquire or assert any rights in RDW Marketing Events, web site or components, and will not, without RDW Marketing prior written consent, copy, reproduce or distribute in any manner any of the content, data or information available through RDW Marketing Events or web site.

5. Fees and Expenses.

a. Payment. You will pay for the Events in accordance with RDW Marketing standard list price and standard payment terms that are applicable to you at the time of your participation in the Events. ALL PAYMENT MADE WILL GO DIRECTLY TO THE ACE BAILEY CHILDREN'S FOUNDATION. In agreeing to these Terms & Conditions you are stating that you understand that Ace's Got Skills does not handle any of the registration fees and that any questions about payment after fees have been captured should be directed to barbarapothier@cox.net. For use of the Events (by you or anyone using your account), you will pay The Ace Bailey Children’s Foundation all amounts due including, but not limited to amounts due for any Events and other fees and charges under this Agreement in U.S. currency. RDW Marketing may, at our discretion, apply your payments to any outstanding amounts you owe RDW Marketing for the Events. You will pay all federal, state, and local taxes, surcharges and fees, including, but not limited to, federal excise tax, universal service fees, sales, use and other taxes relating to the Agreement or your use of an RDW Marketing Event. You are responsible for all fees or charges assessed by your telecommunications or Internet provider that may be incurred as a result of your use of and participation in RDW Marketing Events. You will reimburse RDW Marketing for all expenses and legal fees incurred by RDW Marketing in enforcing RDW Marketing rights under the Agreement. If you believe you have been incorrectly charged any fees for an Event, then you must notify RDW Marketing of such disputed fees within 60 days from the date of such Event that incurred the disputed fees or waive your right to dispute those fees. RDW Marketing require written notification of all disputed fees and such notification must be delivered in accordance with Section 18. RDW Marketing may reimburse you, at RDW Marketing discretion, for all disputed fees.

b. Late Fees and Dishonored Check. If you do not pay any amount when due, then you will pay The Ace Bailey Children’s Foundation interest of 1.5% per month on all such overdue amounts until paid and The Ace Bailey Children’s Foundation or RDW Marketing may apply your deposit to any amount due as further described in Section 6. If any check, draft or similar instrument that you remit to The Ace Bailey Children’s Foundation or RDW Marketing in payment of charges owing under this Agreement is not paid or dishonored by a financial institution, then you also will pay The Ace Bailey Children’s Foundation or RDW Marketing a fee of $25.00 or the maximum amount allowed by applicable law, whichever is greater. Additionally, late or dishonored payment may result in the disqualification of the child who is registered for the event. This disqualification will include the removal of the child's results and information from the Ace's Got Skills web site and removal of any eligibility for the Events prizes.

6. Credit Authorization and Deposits. RDW Marketing may check your financial status and check history from any sources, at any time, to determine creditworthiness. This can/will include the checking the status of credit card validity where applicable.

7. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, RDW MARKETING PROVIDE RDW MARKETING EVENTS AND WEB SITE ON AN "AS IS" AND "AS AVAILABLE BASIS" AND MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO RDW MARKETING EVENTS AND WEB SITE, AND RDW MARKETING HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESCRIPTION AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RDW Marketing MAKES NO WARRANTIES OR GUARANTEES THAT THE PERFORMANCE OF RDW MARKETING EVENTS, WEB SITE OR CONTENT THEREON WILL BE UNINTERRUPTED, TIMELY OR FREE FROM ERRORS.

8. Liability Limitation. YOUR SOLE REMEDY, AND RDW MARKETING & MEDIA, LLC SOLE OBLIGATION, WITH RESPECT TO ANY BREACH OF THE AGREEMENT OR FAILURE OR ERROR OF OUR EVENTS WILL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE OR CORRECT SUCH EVENTS EXCEPT THAT RDW MARKETING MAY AT RDW MARKETING'S SOLE DISCRETION REFUND ALL OR PART OF THE FEES ASSOCIATED WITH EVENT LOSS OR INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RDW Marketing WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (INCLUDING, BUT NOT LIMITED TO, ANY THEORIES OF BREACH OF CONTRACT OR WARRANTY OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY)) FOR ANY DAMAGES, WHETHER COMPENSATORY, DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY COSTS TO PROCURE SUBSTITUTE EVENTS OR ANY LOST PROFITS, DATA OR BUSINESS, LOSS OF USE OR BUSINESS INTERRUPTION RELATING TO RDW Marketing EVENTS (OR ANY UNAVAILABILITY THEREOF), EVEN IF RDW Marketing KNEW OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER RDW Marketing NOR THE NATIONAL HOCKEY LEAGUE, ITS MEMBER TEAMS AND THEIR AFFILIATED ENTITIES INCLUDING, WITHOUT LIMITATION, NHL ENTERPRISES, L.P., NHL ENTERPRISES CANADA, L.P., NHL ENTERPRISES B.V. AND NHL INTERACTIVE CYBERENTERPRISES, LLC (COLLECTIVELY, THE "NHL ENTITIES"), AND THE NHL ENTITIES' OFFICERS, DIRECTORS, EMPLOYEES, GOVERNORS, PARTNERS, PARTNERSHIPS, PRINCIPALS, AGENTS AND REPRESENTATIVES, WILL BE LIABLE TO YOU OR ANY THIRD PARTY

9. Indemnification. You hereby agree to indemnify, defend and hold RDW Marketing, the NHL Entities and each of our/their respective officers, directors, employees, governors, partners, partnerships, principals, agents and representatives harmless from all losses, damages, penalties, costs and expenses (including, but not limited to, legal fees) caused by, arising from or relating to information provided by you or your use of or participation in RDW Marketing Events or web site or your breach of the Agreement.

10. Termination of Events. RDW Marketing may immediately terminate or suspend your account and use of RDW Marketing Events if you breach the Agreement or if RDW Marketing reasonably believes that your use of the Events may violate any applicable law or regulation or agreement or threaten RDW Marketing Event security of or damage to RDW Marketing information, data, software, hardware or facilities. Upon termination of your participation the Events, you will promptly return to RDW Marketing all data, materials, Confidential Information (as defined below) and RDW Marketing other properties held by you with respect to the Agreement. Notwithstanding anything to the contrary in the Agreement, Sections 4, 5, 7, 8, 9, 10, 11, 13, 15, 16, and 17 of these Terms and Conditions will survive termination of your account.

11. Confidentiality. RDW Marketing "Confidential Information" means information, in any form, of or relating to The Ace Bailey Children’s Foundation or RDW Marketing, our customers, users, vendors or licensors or the Events and that is not generally known to the public (including, but not limited to, RDW Marketing pricing terms). You will not, and will cause anyone that uses your accounts to not, directly or indirectly, disclose or use RDW Marketing Confidential Information. You may use the RDW Marketing web site (AcesGotSkills.com) for your personal purposes only and may not use the site or its contents to partake in any commercial activity. You may only make copies of such Confidential Information as is necessary in connection with your use of such information that is expressly permitted in this Section 11. You will use best efforts to protect RDW Marketing Confidential Information from unauthorized disclosure and use. RDW Marketing may seek equitable relief (in addition to any other remedies) to enforce this Section 11. Your obligations under this Section 11 will continue (i) with respect to Confidential Information that is a trade secret under applicable law, for the longer of five years after the term of the Agreement or until such Confidential Information no longer is a trade secret under applicable law, and (ii) with respect to all other Confidential Information, for five years after the termination of the Agreement.

12. Privacy. For more information on RDW Marketing practices with respect to customer information collection, use and disclosure practices, please review the RDW Marketing privacy policy that also governs your use of and participation in RDW Marketing Events. You may review the RDW Marketing privacy policy by clicking the privacy policy link on our web site at www.AcesGotSkills.com.

13. Entire Agreement; Amendment. These Terms and Conditions, the User Policies and the event Registration are the entire agreement between the parties with respect to your use of the Events and supersede all agreements, understandings, discussions, warranties and representations, in any form, express or implied, between the parties prior to the Agreement and related to the Events. Except as otherwise provided in this Agreement, the Agreement may only be amended by a writing signed by each party.

14. Assignment. You will not assign the Agreement without the prior written consent of RDW Marketing.

15. Force Majeure. RDW Marketing will not be liable for any failure or delay in performance to the extent caused by any event beyond RDW Marketing reasonable control, including, but not limited to, an act of God; flood; riot; fire; explosion; judicial or governmental act; terrorism; military act; labor dispute; third party act or omission; failure of utility or telecommunications facilities; virus, worm, trojan horse or other code, command, file or program designed to interrupt, destroy or limit the functionality of any software, hardware or equipment; Internet slow-down or failure; or any weather condition or event.

16. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of New York.

17. Severability; Waiver. All provisions of this Agreement are severable, and any provision of this Agreement found by a court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision of this Agreement. To the extent legally permissible, the parties will replace any illegal, invalid or unenforceable provision of this Agreement with a valid provision that will implement the intended purpose of the illegal, invalid or unenforceable provision.

18. Notice. Any notices under this Agreement will be in writing and delivered to the following address or facsimile number: RDW Marketing & Media, LLC. 148 Madison Ave, Suite 600, New York, NY 10016, Facsimile: (212) 656-1931 E-mail: info@rdwmedia.com (or at such other addresses or facsimile numbers as RDW Marketing may from time to time provide you.