TERMS AND CONDITIONS OF LICENSE AGREEMENT

 

LICENSE AGREEMENT

 

THIS AGREEMENT by and between  Hoop It Up Inc.(“Licensor”) and  the undersigned (Licensee)

WITNESSETH;

WHEREAS, the Licensor is the exclusive owner of the name “Hoop It Up” (US Trademark 73815090) and operates basketball competitions and has created  “Hoop It Up” an international basketball competition featuring 3 on 3 basketball teams.    

 

WHEREAS, Licensee desires to secure a license to operate a Hoop It Up City League; 

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WHEREAS, Licensor, upon application and representations made by Licensee, is willing to issue a license  for the rights and privileges set forth herein. 

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NOW THEREFORE, the parties intending to be legally bound hereby agree as follows:

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1. LICENSE: For valuable consideration and in accordance with and subject to the terms of this agreement,  Licensor hereby grants to Licensee a license  defined herein to operate a Hoop It Up City League (“Events”) consisting of participating teams registered on the Licensor’s registration platform accessible at hoopitup.com playing related to 3 on 3 basketball in accordance with this agreement for a season not to exceed ten weeks in duration. 

 

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2. LICENSE FEE:   - $500 payable by Licensee to Licensor due upon execution of this agreement.    

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3.  TEAM Participant Registration Fees - All teams participating in the licensed events shall register for entry at Hoopitup.com.   Team Participant Registration Fees less any platform service charges shall be remitted to the Licensee within three business days following the first event of the season.  Licensor shall remit to Team registration fees collected net of processing fees (4.25% + .40 cents per team).    Licensee shall exclusively use the Team registration platform during the term of this agreement for all Licensed Events. 
 

4.  TERM - The term of this agreement shall be from the effective date of the agreement through the conclusion of the season of the licensed league.   
 

5. LEAGUE EXPENSES -  Licensee is responsible for all league operational expenses including Facility, Equipment,  Staffing, Officials, and awards/prizes.  

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6. INTELLECTUAL PROPERTY / MERCHANDISE - Except to the extent expressly authorized in this agreement, Licensee shall have no right, title or interest in or to any Hoop It Up or Hoop It Up-related name, trademark, trade name, service mark, slogan, logo, or other intellectual property or the intellectual property of its partners, parents or affiliated entities (collectively, the “Licensor Intellectual Property”).  Licensee acknowledges and agrees that Licensor’s Intellectual Property now owned or hereafter acquired by the Licensor and any and all goodwill associated with such Intellectual Property, shall be and remain the property of the Licensor.  Licensee is prohibited from authorizing the use of or cause the production of  any product or merchandise,  bearing any marks of Licensor Intellectual Property associated, or otherwise engage in any activity relating to the commercial exploitation of the of Licensor Intellectual Property  without the express written consent of the Licensor.  

e. Licensor grants to Licensee a non-exclusive license to use the Hoop It Up  logo and name 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.  

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7. DEFAULT - Licensee shall be in default of this agreement if Licensee commits any of the following acts:

a. Fails to timely pay the License fee  to Licensor

b. Breach any condition of this agreement;

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8.  MEDIA RIGHTS - 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 events, 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 events conducted by the Licensee under this agreement.  Licensee shall be able use up to three minutes of footage for social media and promotional use. 

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9. SPONSORSHIP RIGHTS    

a. The Licensor shall have the exclusive authority to market and sell all  national sponsorship rights, designations and categories.    

b. Licensee shall retain the right to local sponsorship rights. Local sponsorship rights shall be deemed to mean any sponsorship of the Hoop It Up  teams or events  operated by Licensee.   Licensee is not authorized to use the Hoop It Up logo or trademark in conjunction with any local sponsorship without the express written consent of the Licensor.    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. 

c. Licensee agrees to assist the Licensor in fulfilling national sponsorship commitments at Events including but not limited to executing the display of sponsor signage and couponing, permitting on site product sampling,  data capture and content capture.   Any costs associated will be borne by the Licensor. 

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10.  EQUIPMENT, UNIFORM AND APPAREL - Licensor reserves the right to the right to require Licensee to exclusively purchase any and all equipment and uniforms to be used for the Hoop It Up City League events.   

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9. 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 and in strict accordance with the terms and conditions hereof. 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 reasonably revise the Operations Manual from time to time as it deems necessary to update or change operating standards.

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10.  LIMITATION OF LIABILITY   - The Licensee agrees to limit the Licensor’s liability arising from any claims under this contract such that the total liability of the Licensor shall not exceed the outstanding amount Event Participant Registration Fees due to Licensee  and the license fee paid by Licensee to Licensor under this agreement.   

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11.  NO RELIANCE; NO OTHER REPRESENTATIONS AND WARRANTIES 

Licensee has such knowledge and experience in financial, tax and business matters so as to enable Licensee to utilize the information made available to it in connection with the transactions contemplated by this Agreement and the Governing Instruments to evaluate the merits and risks of such transactions and to make informed decisions with respect thereto.  In entering into this  Agreement, neither Licensee nor any person or entity acting as representative of Licensee has relied upon any representation or statement by, or the work product of, any person or entity purporting to represent or advise the Licensor except as expressly contained in this Licensing Agreement.  Without limiting the generality of the preceding sentence, neither the Licensor nor any of their affiliates, representatives or advisors, has made any representations or warranties assuring Licensee that it will be able to earn a profit or that the Licensor or any of their affiliates will repurchase the License or otherwise provide any financial assistance to Licensee nor have they made any representations or warranties or provided any advice with respect to the tax-treatment or future operations of the Licensor or Licensee in any jurisdiction.

 

12. INTERPRETATIVE MATTERS

a. References.  All references to “articles”, “sections”, “schedules” or “exhibits” shall be references to the articles, sections, schedules and exhibits to this Agreement, as amended, modified, supplemented or restated from time to time.

b. General Interpretative Provisions.  Terms for which meanings are defined in this  Agreement shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine and feminine forms.  The term “including”, whenever used in any provision of this Agreement, means including but without limiting the generality of any description preceding or succeeding such term.  Each reference to a person or entity shall include a reference to the successors and assigns of such person or entity.

c. Neutral Interpretation.  This Agreement shall be interpreted neutrally and without regard to the Party that drafted it and, in particular, no rule of construction shall be applied as against any Party that would result in the resolution of an ambiguity contained herein against the drafting Party.

d. Headings.  The section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

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13. 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 Licensee of its obligations under this Agreement.

g. Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely in Colorado.

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.   Each party 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