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 3×3 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.