Terms and Conditions
CAAAM Licensing and Royalties Agreement
This Agreement contains the terms under which You (“Licensor”) agree to license your name, image, and likeness (“NIL”) to CAAAM (“Licensee”) (all parties collectively referenced hereinafter as “Party” or “Parties”) for use in connection with the promotion and sale of Memorabilia, Equipment and other items containing your NIL or associated with your collegiate or other pre-professional athletic activities. This Agreement is effective upon the date entered into by You (“Effective Date”).
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
- In this Agreement, the term “NIL” shall consist of Licensor’s name, image, and likeness (“NIL”), which may include embedded trademark, copyright, publicity and other intellectual property rights, owned by Licensor.
- In this Agreement, the term “Memorabilia and Equipment” shall consist of memorabilia and equipment utilized by or associated with Licensor in connection with his collegiate or other pre-professional athletic activities, and photographs that contain Licensor’s NIL, the rights to which have been acquired by CAAAM.
- Grant of License. Licensor hereby grants to CAAAM a non-exclusive right to his or her NIL for the promotion, distribution, and sale of Memorabilia and Equipment referred to in paragraph 1(b) within the Territory during the Term through CAAAM’s website, as provided in this
- Grant of Rights. Licensor grants to CAAAM a non-exclusive right to sell Memorabilia and Equipment referred to in paragraph 1(b) through CAAAM’s website.
- In order to increase the value and sale price of the Memorabilia sold through CAAAM’s website, Licensor agrees, upon CAAAM’s request, to autograph any Memorabilia and Equipment that is subject to this Agreement.
- In this Agreement, “Territory” shall mean worldwide.
- The “Term” of this Agreement shall commence on the Effective Date and shall continue until terminated by Licensor or Licensee.
- If Licensor or Licensee breach any of their obligations under this Agreement and fail to cure such breach within thirty (30) days of written notification of such breach, then this Agreement and the license granted hereunder shall be terminated on the thirtieth (30th) day from the date of written notice of
- Notwithstanding a termination for breach of this Agreement, either Licensor or Licensee can terminate this Agreement, without a breach by the other Party, by providing written notice to the other Party of termination of this Agreement. In such event where no breach is alleged in the written notice of termination, this Agreement and the license granted hereunder shall be terminated on the ninetieth (90th) day from the date of written
- Regardless if termination occurs with or without a breach by one Party, Licensee will provide Licensor with a final Explanation of Royalties and final payment of Royalties owed (if any) under this Agreement within thirty (30) days of the date of
- Either Party may revoke a written notice to terminate this Agreement by providing written notice to the other Party of such revocation. This written notice to revoke must be delivered to the other Party prior to the date of
- In consideration for the license and rights granted by Licensor, CAAAM shall pay to Licensor a royalty of 70% of the Net Sale of each item of Memorabilia and Equipment (the “Royalty” or “Royalties”). The term “Net Sale” shall mean all amounts actually collected by CAAAM from the end sale of the Memorabilia. Net Sale shall not include sales of Memorabilia and Equipment to the Licensor. Net Sale also shall not include documented returns by customers who purchased and returned any Memorabilia and Equipment and Net Sales shall not include tax. CAAAM will provide Licensor with quarterly reports (“Explanation of Royalties”) detailing the Net Sales of the Memorabilia and Equipment and the amount owed to Licensor under this Agreement. Payment of the Royalties to Licensor will be contemporaneously made with these quarterly Explanation of Royalties.
- Marketing, Manufacturing, Distribution and Sales Date. Licensee may market, distribute and sell the Memorabilia and Equipment immediately upon the Effective Date, subject to the other terms and conditions contained in this
10. Representations and Warranties.
- Licensor hereby represents and warrants to CAAAM that as of the Effective Date:
- Licensor is the owner of his or her NIL and any Memorabilia and Equipment he or she provided to CAAAM subject to this Agreement, has the legal authority to grant licenses of his or her NIL and the right to sell any Memorabilia and Equipment subject to this Agreement, and is not infringing upon the rights of any third-party when granting a license of his or her NIL or rights to any Memorabilia and Equipment subject to this Agreement.
- This Agreement has been duly authorized and executed by Licensor and constitutes a legal, valid, and binding Agreement enforceable against Licensor in accordance with its
- Licensor has secured all required authorizations from individuals to enter into this
- Licensor is not violating any NIL policy put in place by his or her university regarding the sale of memorabilia and equipment.
- If required by his or her university’s NIL policy, or by state law, Licensor has disclosed this Agreement to his or her university’s athletics Compliance Office.
- CAAAM hereby represents and warrants to Licensor that as of the Effective Date:
- CAAAM is a duly organized business entity, validly existing under the laws of the United States and the state in which it resides and conducts business, and is authorized to perform its obligations under this
- This Agreement has been duly authorized and executed, and delivered by CAAAM and constitutes a legal, valid, and binding Agreement enforceable against CAAM in accordance with its
- CAAAM has secured all required authorizations from individuals to enter into this
- This Agreement has not been offered to Licensor as pay for athletic performance or as an inducement to attend any university or to play for any specific collegiate sports team.
- CAAAM may assign, transfer or sublicense its rights under this Agreement without the prior written notice or approval of Licensor. Licensor may not assign or transfer its rights to Royalties under this Agreement without providing CAAAM notice of said assignment or transfer within thirty (30) days of the assignment or transfer.
12.Indemnity; Limitation of Liability.
- To the extent that any dispute or claim between CAAAM and Licensor is not extinguished by this Agreement, Licensor shall not recover damages from CAAAM in an amount which exceeds the aggregate of Royalties paid by CAAAM to Licensor during the 12 full months which precede the date that Licensor first notifies CAAAM of the dispute or claim. This limitation of recoverable damages shall apply in arbitration, civil lawsuits, or any other venue of dispute Licensor hereby waives all other damages above this amount of limited recoverable damages.
- Infringement Proceedings. Licensor shall be the sole Party able to bring actions for alleged infringement of his or her NIL or the Memorabilia and Equipment by third-parties, and shall do so or not in his or her sole
- Entire License; Amendments. This Agreement is an integrated document, represents the entire license agreement between the Parties, and replaces all prior oral and written The Parties have not relied on any representations or promises relating to the subject matter of this Agreement except those contained within the four corners of this Agreement. Any changes, modifications or additions to this Agreement shall be in a writing signed by all Parties.
- Failure of either Party to enforce at any time any term or condition of this Agreement shall not be a waiver of that Party’s right thereafter to enforce each and every term and condition of this Agreement. Waiver of the enforcement of any provision shall not be deemed a continuing waiver.
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. This Agreement does not constitute a joint venture, partnership, agency, employment or fiduciary relationship between the Neither Party nor its agents have any authority to bind the other Party in any manner whatsoever.
- “Or” when used in a group of phrases or nouns intends to include any combination of all or any of the items in the group, and not merely one member or the other of such a
- When “includes” or “including” begins a list of items, the list is not exclusive and no interpretation relying on the concept that “including certain items excludes others not listed” should be made by the
- All headings used in this Agreement are for convenience only, and are not to be considered when interpreting the meaning of any term of this
- The terms “Licensor” and “Licensee” shall also include their directors, officers, shareholders, employees, contractors, agents, representatives, and affiliates, and any assignees of any rights of Licensor or Licensee, and said assignees’ directors, officers, shareholders, employees, contractors, agents, representatives, and
- When determining the calendar date for compliance with, invocation of, or effectuation of any provisions of this Agreement, the calculation of allotted days shall exclude the first day, shall include the last day, and shall include all week days, weekend days, and
- No Third-Party This Agreement does not and is not intended to confer any rights or remedies upon any person(s) other than the Parties.
- Arbitration This Arbitration Provision provides that any dispute between Licensor and CAAAM may be resolved on an individual basis by binding Arbitration replaces the right to go to court and the right to have a jury decide a dispute.
By accepting this Agreement, CAAAM and Licensor agree that either CAAAM or Licensor can choose to have any dispute arising out of or relating to this Agreement or the Parties’ relationship resolved by binding arbitration. In addition, CAAAM and Licensor will not have the right to participate as a representative or member of any class of claimants pertaining to any dispute subject to arbitration, and the arbitrator will not conduct class arbitration.
For purposes of this Arbitration Provision, “dispute” shall be construed as broadly as possible, and shall include any claim, dispute or controversy (whether in contract, regulatory, tort or otherwise, whether pre-existing, present or future and including constitutional, statutory, common law, intentional tort and equitable claims) between Licensor and CAAAM arising from or relating to:
(i) this Agreement, (ii) Licensor’s NIL, (iii) the Memorabilia and Equipment, (iv) the actions of CAAAM, Licensor, or third-parties with respect to this Agreement, Licensor’s NIL, the Memorabilia and Equipment, or any other aspect of the relationship between Licensor and CAAAM, or (v) the validity of this Agreement or this Arbitration Provision. This Arbitration Provision also covers disputes brought as counterclaims, cross claims, or third-party claims. This Arbitration Provision also covers all disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability, formation, or validity of the Arbitration Provision or any portion of the Arbitration Provision; all such matters shall be decided by an Arbitrator and not by a court or judge. However, this Arbitration Provision shall not cover individual claims that are brought by either Party in a court with “small claims” jurisdiction, provided that the claim is not subsequently transferred to a court with more than “small claims” jurisdiction.
Regardless of who demands arbitration under this Arbitration Provision, Licensee shall have the right to select any of the following arbitration organizations to administer the arbitration: the American Arbitration Association (1-800-778-7879) http://www.adr.org
or JAMS (1-800-352-5267) http://www.jamsadr.com.
Arbitration shall occur in Kansas City, Missouri and will be conducted in English before a single arbitrator unless the amount in dispute exceeds $750,000 in which case the rules of the arbitration administration organization shall determine the number and selection of arbitrators. The Parties agree to split the responsibility (“50/50”) for payment of any arbitration fees including filing, administrative, hearing or other fees. The Arbitrator(s) will apply Missouri law and general commercial law in determining the award and the Missouri and Federal Arbitration Act (where interstate commerce is present) will apply to all issues regarding arbitration law.
- Governing Law, Jurisdiction and Venue. This Agreement, and all claims, controversies and disputes arising out of the subject matter of this Agreement will be governed by and construed in accordance with the Laws of the United States, particularly the State of Missouri, apart from choice of law rules. To the extent that any claim between the Parties is not subject to the Arbitration Provision of this Agreement, each Party consents to submit itself to the personal jurisdiction of the courts of the State of Missouri, county of Jackson (“Court”) and agrees that such Court is to have exclusive jurisdiction over any such claims not subject to the Arbitration Provision of this
- Attorneys’ Fees. In the event that a Party obtains an attorney to enforce the terms of this Agreement, the Party prevailing in such action shall be entitled to the recovery of reasonable attorney’s fees incurred in such
- The provisions in Sections 9, 11-13, 15-17, and 19-22 of this Agreement shall survive the termination of this Agreement and shall be given the full effect that such provisions are given during the life of this Agreement