TERMS AND CONDITIONS OF LICENSE AGREEMENT
The Licensor is Big Ticket Sports LLC and its wholly owned subsidiary, Kick It Soccer LLC. Licensee is the exclusive owner of the name “Kick It 3v3 Soccer” (US Trademark 97536464) and related logos and branding (“Intellectual Property”) and operates soccer competitions and has created “Kick It 3v3 Soccer Tour” 3v3 soccer
teams.
The undersigned Licensee desires to secure a license as the Kick It 3v3 for a specific
territory to operate Kick It 3v3 events within said territory. The exclusive territory is subject to final review and approval by the Licensor.
1. License
Licensee shall receive the rights to operate a Kick It 3x3 soccer business subject to the terms and conditions set forth herein and payment of the license fee and approval of the Exclusive Territory by Licensor,
2 Exclusive Territory
The grant of license shall be exclusive during the term of this agreement within the
designated Exclusive Territory which shall consist of the zip codes listed and subject to the final approval by Licensor (“Exclusive Territory”)
3 Licensee Operations & Support
Licensor shall provide Licensee with an Operations Manual which may be amended
from time to time and provide ongoing support including an initial 180 day training
period.
4 Royalties
Licensee shall pay 8% royalties on all revenue generated
under the Kick It business to the Licensor .
5 Licensee Revenue
Licensee shall enjoy the revenue realized from the following:
a. Participant Registration Fees less any platform service charges. Licensee shall
exclusively use Licensor’s registration system for all events. Licensor shall
remit to Licensee registration fees collected without any deduction for platform
or credit card processing fees. Any platform or credit card net of processing
fees shall be charged to the registrant.
b. Revenue shall include but is not limited to the sale of any local sponsorships,
event tickets, merchandise and food/beverage.
c. Licensor is hereby authorized to withhold any amounts due under this
Agreement from Participant Registration fees collected.
d. Upon request, Licensor shall provide or make available to Licensee with third
party platform registration reports detailing the number of teams and revenue
for each Event. Licensor shall provide a final report for each event within five
days of each Event.
6 Event Submission Fees
Licensee shall submit each proposed event to the Licensor including proposed Team
Registration fee which shall be subject to Licensor’s approval which shall not be
unreasonably withheld. Upon submitting each event, the Licensee must post a $500
Event Fee due upon approval of the event by Licensor. The $500.00 Event Fee shall be
credited to the Licensee against the royalties due to the Licensor for said event. If the
event is canceled for any reason other than inclement weather or reasons beyond the
control of the Licensee, the Event Fee shall be retained by the Licensor. If the event is
canceled because of inclement weather or reasons beyond the control of the Licensee,
the Event fee shall be refunded to Licensee.
Upon approval of each event, the events shall be promoted on Kickitsoccer.com and on
Licensor’s social media channels and monthly email newsletters.
7 Insurance
The Licensee must carry insurance in amount at least of $1,000,000 for the coverages
set forth herein. Licensee must show proof that insurance is in force prior to any event.
with a Carrier acceptable to the Company, and name the Company, it’s owners,
members and employees as Additional Insured on the policies. The coverages and
specific policy limits shall be determined as adequate by Company and may be modified
from time to time as deemed appropriate by the Company. Coverages to be carried by
the Licensee include, but are not limited to:
General Liability Insurance covering Bodily Injury and Property Damage.
Legal Liability to Participants
Sexual Abuse and Molestation
Accident Insurance covering participants injuries while enrolled in the event.
Event Cancellation Insurance covering Company and/or event sponsors for the
cancellation for the event for causes to be agreed upon.
Employment Practices Liability
Other Employment Related Insurance covering any required Workers Compensation,
Disability Benefits, Paid Family Leave or other statutory requirements by any federal,
state or local jurisdiction.
Commercial Umbrella/Excess Liability coverage.
Licensee shall indemnify and hold harmless Company for any loss, damage, liability,
claim, demand, or penalty that may arise from this agreement. .
8. Trademark and Intellectual Property Rights
Licensor grants to Licensee a non-exclusive license to use the Kick It 3v3 brand in the
promotion of any events licensed under this Agreement in accordance with the
Operations Manual and style guide which may be amended from time to time. Upon
expiration or termination of this Agreement, Licensee shall immediately cease using any
of the Licensor’s Intellectual Property. Nothing in this Agreement serves to assign,
convey, or transfer any right in any Licensor’s Intellectual Property to the Licensee other
than a limited, non-exclusive license to use the Company Intellectual Property in
connection with the promotion of events licensed under this agreement.
Licensor shall use all commercially reasonable efforts to maintain and protect the “Kick
It 3v3 Soccer” brand against any infringement or misuse by third parties.
Each party shall promptly notify the other party of any infringement or other violation of
or challenge to, the Licensed Marks by a third party of which it becomes aware.
Licensor shall have the sole initial right to initiate a lawsuit or take other action at its sole
expense, against uses by third parties that may constitute infringement or other violation
of the Licensed Marks, including by directing and controlling any such course of action,
and any settlement thereof; provided, however, that Licensor shall not enter into any
settlement that adversely affects the rights granted to Licensee (or sublicensees) under
this Agreement without Licensee’s prior written approval which shall not be
unreasonably withheld or delayed. Licensee shall cooperate with Licensor with respect
to any such course of action as directed by Licensor, and shall not enter into any
settlement without Licensor’s prior written approval.
9 Sale or Transfer of License
Licensee shall have the right to sell or transfer its license to operate upon approval by
the Licensor free of any transfer fee due to the Licensor. Said approval shall not be unreasonably withheld. The proposed transferee, upon application to the Licensor, must establish to the reasonable satisfaction of the Licensor the ability to operate the events in accordance with this Agreement. In the event of an assignment or sale, all monies due to Licensor under this agreement and under the Promissory Notes shall become
immediately due and payable.
10 Default
Licensee shall be in default of this Agreement if Licensee commits any of the following
acts:
a. Fails to make timely payments under this Agreement,
b. Infringement and/or non-compliance with the Licensor's rules and/or Operations
Manual;
c. Transfer of License without consent of Licensor;
d. Breach any condition of this agreement.
11 Termination of Agreement
A material default by Licensee under this Agreement shall be cause for termination of
this Agreement provided that such default is not cured within sixty (60) days written
notice of such breach by Licensor. In the event of termination of this Agreement:
a. Licensor shall notify Licensee of termination of this Agreement and revocation
of License to operate by regular mail at Licensee's last known business
address.
b. Licensee agrees to pay to Licensor within fifteen (15) days after the effective
date of termination such amounts owed to Licensor which are then unpaid
under this Agreement, if any.
c. Licensor agrees to pay to Licensee within fifteen (15) days after the effective
date of termination such amounts owed to Licensee which are then unpaid
under this Agreement, if any.
d. Upon termination, Licensor shall have no further obligation to Licensee and
Licensee forfeits any right to the License issued under this agreement.
Licensee will not be permitted to transfer or sell the License.
12 Media Rights
a. The Licensor shall have the exclusive authority to arrange for and sell all video or audio content, broadcast media rights, on all platforms, either known or unknown including television, digital, radio, broadband and internet rights, to all games organized by the Licensee under this License Agreement. Any and all broadcasts of League games, in any medium including but not limited to television,
terrestrial, satellite and internet radio, broadband or internet, shall be property of
the Licensor. Licensor shall own all worldwide copyright protections to any
broadcast and any video or audio content of any League events conducted by
the Licensee under this agreement.
b. Licensee shall have the unrestricted right to broadcast Events within its Exclusive
Territory except for any national championship events.
c. Licensee shall be able to use up to 30 minutes of footage and images per event
for social media and promotional use. Media shall be able to use up to five
minutes of footage and images per event for social media and promotional use
subject to reasonable media credential policies which may be amended from
time to time.
d. Licensor shall distribute 50% of revenue proportionally to all licensees generated
from the sale of national media rights to Kick It 3v3 Events less any production
expenses incurred and third party sales commissions. Each licensee’s
proportionate share shall be calculated by dividing the 50% net revenue share by
the total number of Events operated by the Licensee divided by the total number
all Kick It 3v3 events operated nationally during the sponsorship contract year.
13 Sponsorship Rights
a. The Licensor shall have the exclusive authority to market and sell all national
sponsorship rights, designations and categories. Licensor shall use
commercially reasonable efforts in cultivating national sponsorships for Kick It
3v3.
b. Licensee shall retain the rights to local sponsorship rights. Local sponsorship
rights shall be deemed to mean any sponsorship of the Kick It Events operated
by Licensee within the Exclusive Territory. Licensee may designate sponsors
with “official category” status. Licensee is prohibited from granting any
exclusive category sponsorship rights or enter into any agreement which could
potentially conflict with execution of a national sponsorship. Licensee shall not
grant any local sponsorship rights for international professional club, apparel,
ball, equipment, drinks and snacks without the prior written consent of the
Licensor.
c. Licensor shall distribute 50% of revenue proportionally to all licensees
generated from the sale of national sponsorships rights less any production
expenses incurred and third party sales commissions. Each licensee’s
proportionate share shall be calculated by dividing the 50% net revenue share
by the total number of Events operated by the Licensee divided by the total
number all Kick It 3v3 events operated nationally during the sponsorship
contract year.
d. Upon a minimum 20 days notice, Licensee agrees to execute and fulfill national
sponsorship commitments at events held within the territory including but not
limited to executing the display of sponsor signage and couponing, permitting
on site product sampling, data capture and content capture. Any additional
costs associated with the execution of said sponsorships shall be borne by the
Licensor within 30 days following the Event.
14 Registration
Licensor shall make available to Licensee an Event registration platform at no cost other
than per use fees as described in Section 6A herein. Licensee shall exclusively use
the participant registration platform approved by the Licensor during the term of this
Agreement and any subsequent renewal. The system shall be subject to a user service
charge fee which may be changed from time to time. Licensor shall defend, indemnify
and hold harmless Licensee from any third party claim arising out of or resulting from
data breach related to the Licensor's Registration system.
15 Equipment, Uniform and Apparel
Licensor reserves the right to require Licensee to exclusively purchase any and all
equipment to be used for the Kick It Events by Licensor’s approved vendors. Nothing
herein shall prohibit Licensee shall from including the cost of a jersey or apparel
giveaway item incurred by Licensee to be included in an increased registration fee.
16 Operations Manual
a. The Licensor agrees to loan to the Licensee one or more manuals, bulletins,
rules and updates (collectively referred to as “Operations Manual”).
b. The Operations Manual is the sole property of the Licensor and shall be used
by the Licensee only during the term of this Agreement. The Licensee shall not duplicate the
Operations Manual nor disclose its contents to any other parties. The Licensee
shall return the Operations Manual to the Licensor upon the expiration,
termination or transfer of this Agreement.
c. The Licensor reserves the right to revise the Operations Manual from time to time as it deems necessary to update or change operating standards. The Licensee acknowledges that a master copy of the Operations Manual maintained by the Licensor at its principal office shall be controlling in the event of a dispute
relative to the content of any Operations Manual.
17 Term & Renewal
The term of this agreement shall be effective from the date of this agreement. This
agreement shall automatically renew on the contract anniversary date for successive
and continuous one year terms without further act of the parties provided Licensee has
operated a minimum of two events each contract year, unless this agreement has been
previously terminated by Licensor under the provisions of this agreement for default. If
Licensee desires not to renew this agreement for an additional term, Licensee must
provide Licensor written notice of Licensee's intention not to renew 90 days prior to the
expiration of the term. Notwithstanding anything written herein to the contrary, the
Licensee and the Licensor acknowledge and agree that the Licensor will not be liable
for any losses or damages, whether indirect, incidental, special or consequential, in
profits, goods or services, irrespective of whether or not the Licensee has been advised
or otherwise might have anticipated the possibility of such loss or damage. The
Licensee agrees to limit the Licensor’s liability arising from any claims such that the total
liability of the Licensor shall not exceed the amount of the annual royalty fee paid under
this agreement by Licensee.
18. Force Majeure
Except for payment of amounts due, neither Party will be liable for any delay, failure in
performance, loss or damage due to fire, explosion, cable cuts, power blackout,
earthquake, flood, strike, embargo, labor disputes, work stoppage, player strikes, acts of
civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or
omissions of carriers or suppliers, pandemic (including COVID 19 and any of its
variants), labor unrest, strikes, lock-outs, acts of regulatory or governmental agencies,
or other causes beyond such Party’s reasonable control. Unless terminated sooner in
accordance with the terms herein, in the event of one of the aforementioned
occurrences of force majeure, the Parties obligations hereunder shall be suspended for
the duration of the force majeure event.
19. Miscellaneous
a. Further Assurances. Each of the Parties shall take such other and further action
and execute and deliver such additional writings as shall be reasonably
necessary to implement the transactions contemplated by this Agreement in an
expeditious manner, and shall act in good faith in implementing the transactions
contemplated hereby. The Licensor and Licensee shall reasonably cooperate in
connection with the transactions contemplated by this Agreement.
b. Notices. All notices, requests, consents and other communications provided for
or required to be given hereunder shall be in writing and shall be deemed to be
duly given if delivered in person, mailed by electronic mail, mailed by certified
mail, return receipt requested, or sent by nationally-recognized overnight
courier or first class registered or certified United States Postal Service mail,
return receipt requested, postage prepaid (with proof of receipt maintained),
addressed to such Party at the address set forth below or at such other address
as may hereafter be designated in writing by such Party to the other Party at
the last known address. All such notices, requests, consents and other
communications shall be deemed to have been delivered and received (i) in the
case of personal delivery, on the date of such delivery (and, if such date is not a
business day, then on the next business day), (ii) in the case of electronic mail
by 5:00 pm Eastern time on a business day, then on such business day,
otherwise on the next succeeding business day, (iii) in the case of mail, upon
the earlier of actual receipt thereof and the fifth (5th) business day after the
posting thereof.
c. Entire Agreement. This Agreement is the product of substantial and extensive
negotiations among the Parties and, together with all exhibits and schedules
hereto and thereto, constitutes the final and complete agreement among the
Parties with respect to its subject matter. All prior memoranda, understandings,
conversations and communications, oral or written, relating to the subject
matter of this Agreement are hereby merged into and superseded by this
document.
d. Amendment and Waiver. This Agreement may not be amended, supplemented
or changed, and any provision hereof cannot be waived, other than by a writing
duly signed by Licensee and the Licensor (or, with respect to a waiver, the
Party against whom such waiver is asserted). No action taken pursuant to this
Agreement, including any investigation by or on behalf of any Party or
consummation of the transactions contemplated by this Agreement, shall be
deemed to constitute a waiver by the Party taking such action of compliance
with any representation, warrant, covenant or agreement contained herein. The
waiver by any Party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or
as a waiver of any other or subsequent breach. No failure on the part of any
Party to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by such Party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
e. U.S. Dollars. All amounts to be paid hereunder shall be United States Dollars.
f. Time of Essence. Time shall be of the essence with respect to the performance
by the Licensee of its obligations under this Agreement.
g. Governing Law. This Agreement shall be governed by and construed in accordance with the Law of the State of Pennsylvania applicable to agreements made and to be performed entirely in Pennsylvania. Any suit filed to enforce this agreement shall be venued in Northampton County, Pennsylvania.
h. Cumulative Rights. Except as expressly set forth in this Agreement, the rights
and remedies provided by this Agreement are cumulative and are in addition to
any other rights the Parties may have under applicable Law or otherwise, and
the use of any one right or remedy by any Party shall not preclude or waive its
right to use any or all other remedies.
i. Severability. If any provision of this Agreement shall be deemed invalid, illegal
or unenforceable by any court having jurisdiction, all other provisions of this
Agreement shall remain in full force and effect and shall be enforced to the
maximum extent permitted by Law.
j. Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be deemed an original copy of this Agreement and all of
which, together, shall constitute one and the same instrument. Delivery of a
copy of this Agreement by facsimile transmission, by electronic mail in "portable
document format" ("PDF") form or by any other electronic means intended to
preserve the original graphic and pictorial appearance of a document, shall
have the same effect as physical delivery of the paper document bearing the
original signature.
k. Fees and Expenses. Each Party will be responsible for and bear all of its own
fees and expenses (including the fees and expenses of its attorneys and other
advisors) incurred at any time in connection with pursuing or consummating the
transactions contemplated by this Agreement.
l. Moral Turpitude. Licensee hereby warrants and represents that none of its
principals, shareholders, owners or representatives have been convicted of a
crime of moral turpitude.
m. Independent Contractor Relationship. The persons provided by each Party shall
be solely that Party's employees and shall be under the sole and exclusive
direction and control of that Party. The Licensee shall not be considered
employees of the Licensor for any purpose. The Licensee shall remain an
independent contractor and shall be responsible for compliance with all laws,
rules and regulations involving, but not limited to, employment of labor, hours of
labor, health and safety, working conditions and payment of wages. Licensee
shall also be responsible for payment of taxes, including federal, state and
municipal taxes, chargeable or assessed with respect to its employees, such as
Social Security, unemployment, workers' compensation, disability insurance,
and federal and state withholding.
n. Compliance with Law. Licensee shall comply, at all times, with applicable local,
state, federal, foreign and international laws, ordinances, and regulations.