READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY, TOGETHER WITH THE APPLICABLE LEAGUESIDE ORDER FORM ON WHICH THEY ARE REFERENCED, CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN THE PROVISION BY LEAGUESIDE OF ASSOCIATED SERVICES. BY RECEIVING LEAGUESIDE SERVICES YOU ARE INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT RECEIVE LEAGUESIDE SERVICES.
This End User License Agreement (this “Agreement”) is entered into by and between LeagueSide Inc. (“LeagueSide”) and the customer, identified on the Order Form, that is purchasing Services (“You” or “Client”), and is effective as of the date you receive LeagueSide Services, accept or sign the Order Form, whichever comes first (the “Effective Date”). LeagueSide and Client are collectively referred to as the “Parties” and individually as a “Party”. If you are entering into this Agreement, or open an account, on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” and “Your” shall refer to such entity. This Agreement permits Customer to order LeagueSide Services from LeagueSide pursuant to the terms and conditions contained herein.
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. Terms defined in the preamble of this Agreement have their assigned meaning, and the following terms have the meanings assigned to them:
1.2 “Assets” means any web banners on league websites, logos on jerseys, banners at parks and fields, email communication, social media posts or any other way in which LeagueSide will install the marketing materials with the Organizations.
1.3 “Organization” means the respective number of local organizations or leagues surrounding the Client that LeagueSide will contact and provide necessary communications with to properly market the Assets on behalf of the Client.
ARTICLE 2
DESCRIPTION OF SERVICES
2.1 Vetting Organizations. LeagueSide will find and communicate with vetted Organizations to ensure successful sponsorships. Sponsorships will only take place at Organizations that are able to fulfill category exclusive sponsorships for Client.
2.2 Implementing the Assets. LeagueSide will provide the necessary communications with the Organizations to effectively install the proper Assets starting in the month prior to the campaign described in the order form.
2.3 Scope of Work. A detailed description of LeagueSide’s and Client’s obligations under this Agreement and timeline are described in the order form which is hereby incorporated by reference.
ARTICLE 3
COMMUNITY IMPACT
3.1 Community Impact. Proceeds from LeagueSide campaigns help Organizations reduce the cost of youth sports. Client and LeagueSide are making youth sports more accessible by making participation more affordable.
ARTICLE 4
DURATION OF SERVICES
4.1 Services Schedule. Upon execution of this Agreement, LeagueSide’s marketing services will begin. The Assets will be installed as soon as reasonably possible before the start of the seasons included in the order form (Organization dates vary) and will run for the duration of said seasons.
ARTICLE 5
PURCHASE PRICE & ASSET SEVERABILITY
5.1 Purchase Price. In consideration of the marketing services set forth in Article 2, Client agrees to pay LeagueSide total price described in the order form.
Checks can be made payable to:
LeagueSide
Attn: Accounting
2401 Walnut Street
Suite 101
Philadelphia, PA 19103
As the provision of services may commence upon the execution date, and to avoid any disruption in the deliverables and services outlined in this Agreement, the Parties agree that payments due under this Agreement shall not be delayed due to billing arrangements or provisions for payment between agencies of record and their clients.
5.2 Asset Severability. Occasionally, complications will arise when working with the Organizations, and certain Assets may not be implemented Assets. LeagueSide cannot guarantee that every Asset will be implemented. Any unimplemented Asset is the responsibility of LeagueSide and will be reimbursed in the form of a discounted Asset in a future agreement between the Parties. Any unimplemented Asset in this Agreement is therefore severed and will not affect the overall Purchase Price of the Agreement.
5.3 Impossibility. Neither Party hereto shall be in breach of its performance under this Agreement to the extent it is prevented from meeting its stated obligations as a result of any federal, state, or local government action taken in direct response to the ongoing COVID-19 pandemic, provided that any Party so impacted provides the other Party with prompt written notice thereof, within 10 days after first gaining knowledge of such action.
ARTICLE 6
DISCLAIMERS & CONSENT
6.1 Services Disclaimer. LeagueSide shall only be responsible for services described in Article 2. LeagueSide will provide its services in good faith, but makes no guarantees on the impact such services will have on Client‘s business or sales.
6.2 Trademark and Trade Name. Client consents to the use of its trademark, trade name, and waives any potential intellectual property violations for purposes of the services referred to in this Agreement.
ARTICLE 7
MISCELLANEOUS
7.1 Merger. This Agreement represents the entire agreement in relation to the campaign between the Parties, superseding all previous negotiations or agreements.
7.2 Governing Law & Forum Selection Clause. This Agreement is being executed and delivered in the state of Pennsylvania and shall be governed by, construed, and enforced in accordance with the laws of the state of Pennsylvania. Any dispute or other legal action concerning this Agreement, including any arbitration or litigation proceedings shall be conducted in Pennsylvania.
7.3 Severability. If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this Agreement remain legal and enforceable, the remainder of this Agreement shall remain operative and binding on the parties.