License Agreement tournaments boys girls

By creating an account or using the System (as defined below), you (the “Licensee”) agree to the following terms and conditions (the “Agreement”) governing your use of the System (as defined below). This Agreement is made between Licensee and Tourney Pro LLC, an Illinois limited liability company (“Licensor”).If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “Licensee” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the System.

1.1 License. In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a limited, non-transferable, non-sublicensable, non-exclusive license to use the System only for the purpose of operating sporting tournaments for the Term in accordance with the user instructions, user guides, manuals, and handbooks provided either online or in paper form by Licensor to support the System (“Documentation”).Licensee shall not grant a sublicense for the use of or access to the System, disclose access codes to any third party, or otherwise permit any third party to use the System without written consent from Licensor.

1.2 Ownership. Licensor owns all right, title, and interest to (a) Licensor’s proprietary application software commonly known as “Tourney Pro,”including any and all enhancements, modifications, and updates, (“Software”); (b) all content, data, and other information regarding Licensees of Licensee that is collected or inputted by or at the direction of Licensee or its designees using the Software (“Data”); (c) the tourneypro.com website (the “Website”); and (d) the Tourney Pro mobile application (the “App”and, collectively with the Software, Data, and Website, the “System”).Notwithstanding anything in this Section1.2to the contrary, Licensee shall be responsible for complying with all applicable laws governing Licensee’s collection of Data as provided in Section 2.2. If Licensee or any of its Affiliates provides ideas, suggestions, or other feedback in connection with the use of the System (“Feedback”), such Feedback is not confidential and may be used by Licensor without restriction and without payment to Licensee. For purposes of this Agreement, “Affiliate” means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management or policies of a person or entity, whether through ownership of voting securities, controlling partnership interest, or similar arrangement.

1.3 Intellectual Property. Licensor shall own all right, title, and interest to Intellectual Property in the System.Licensee shall not modify, reverse engineer, or decompile, in whole or in part, the System.Licensee shall not sell, license, transfer, publish, disclose, display or otherwise make available the System, or copies thereof, to others.Licensee agrees to secure and protect the System including copies thereof in a manner consistent with the maintenance of Licensor’s rights therein.The term “Intellectual Property” shall mean the following items of intangible and tangible property: (a) patents and pending applications for such patents; (b) trademarks and trade names, whether or not registered; (c) copyrights or copyrightable material, including but not limited to code and the Documentation; (d) computer programs and related flow-charts, programmer notes, updates and data, whether in object or source code form; and (e) any idea, concept, improvement, invention, technique, process, product, or device system relating to the Software.

1.4 Fees; Non-Payment. During the Term, Licensee shall pay the applicable annual or monthly license fee for the System plan chosen by Licensee (the “License Fees”). Licensor shall charge Licensee each monthly payment or annual payment of the License Fees (each such payment a “License Fee Payment”). to the Licensee’s credit card retained on file by Licensor or as otherwise agreed to by Licensor in its sole discretion. The Licenses Fees are non-refundable. If Licensee’s fails to pay any License Fee Payment in full or its account otherwise becomes delinquent, then in addition to any other rights granted to Licensor herein, Licensor shall have the right to suspend or terminate Licensee’s access to the System. Licensor reserves the right to impose a reconnection fee in the event access to the System is suspended and thereafter Licensee requests access to the System. Licensor has no obligation to retain Data, and Licensor may permanently delete Data if Licensee’s account is delinquent for 30 days or more.

1.5 Device Usage. Licensee and its of its authorized users of the System also grant to Licensor the right (a) to allow the System to use the processor, bandwidth, and storage hardware on your third-party personal computers, mobile handsets, tablets, wearable devices, and other devices in order to facilitate the operation of the System; (b) to provide advertising and other information to Licensee and its Affiliates; and (c) to allow Licensor’s business partners to do the same.

2.1 Registration. In order to access certain features of the System, Licensor may be required to register for an account (“Account”). In registering for the System, Licensor agrees to (a) provide true, accurate, current and complete information about yourself as prompted by the System’s registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Licensor provide any information that is untrue, inaccurate, not current or incomplete, or Licensee has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Licensee has the right to suspend or terminate Licensor’s Account and refuse any and all current or future use of the System (or any portion thereof). Licensor agrees not to create an Account using a false identity or information, or on behalf of someone else. Licensee reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.

2.2 Collection of Data in Compliance with Law. Not withstanding anything in this Agreement to the contrary, Licensee is responsible for complying with all applicable laws governing Licensee’s collection of Data, including privacy laws.Licensor shall not be responsible, and Licensee shall indemnify Licensor pursuant to Section 4.1, for any liability arising from Licensee’s collection of Data.

2.3 Use of Data. Licensee shall not sell or otherwise assign any Data to any third party. Licensee shall comply with all privacy laws and regulations in effect from time to time applicable to the collection, use, and disclosure of the Data, including applicable privacy laws, and Licensee shall only disclose Data as permitted by law.

2.4 Other Responsibilities.

(a) Licensee shall use the System in accordance with the Documentation and this Agreement.Licensee shall install all new releases of the Software upon receipt from Licensor.Licensee shall take all reasonable steps to ensure that no viruses,worms, Trojan horses or other harmful computer code, files, scripts, agents, or similar disruptive programs are loaded on the System.Licensee shall not interfere with or disrupt the integrity or performance of the System or attempt to gain unauthorized access to the System or Licensor’s other systems or networks. Licensee may not reverse engineer, decompile, or disassemble nor attempt in any other manner to obtain the source code of the System or any portion thereof.

(b) Licensee shall be responsible for ensuring the security of the System and Licensee’s network.Licensee is responsible for managing the usernames, passwords, and all other access codes necessary for access to the System and shall not share with or otherwise distribute any such username, password, or other access code to more than one authorized user.If Licensor reasonably believes that the security of the System has been breached, Licensor shall have the right to temporarily deny access to Licensee and change any access codes including use names and passwords.Licensee shall be responsible for monitoring capacity and performance of the hardware on which the System is operated.

Licensor acknowledges and agrees that: (a) the availability of the App is dependent on the third party from whom Licensor and its Affiliates received the App license, e.g., the Apple App Store or Google Play (“App Store”); (b) this Agreement is between Licensor and Licensee and does not involve the App Store company. Licensor, not the App Store, is solely responsible for the App, including the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance and intellectual property infringement). Use the App requires access to a wireless network, and Licensee agrees to pay all fees associated with such access. Licensee also agrees to pay all fees (if any) charged by the App Store in connection with the App. Licensee agrees to comply with, and the license to use the App is conditioned upon Licensee’s compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App.

4.1 Indemnification. Licensee shall indemnify, defend, and hold Licensor, its Affiliates, and the respective Personnel of each (each an “Indemnitee”) harmless from and against any and all lawsuits, claims, actions, prosecutions and other proceedings brought by or on behalf of a third party arising out of or in connection with this Agreement, any event, tournament and/or shootout run by the Licensee or the use of the System hereunder, and shall indemnify and hold each Indemnitee harmless from and against all resulting awards, settlements, damages, liabilities, fines, costs, and expenses (including reimbursement of reasonable attorneys’ and experts’ fees and court costs), to the extent that such Claim results from or is attributable to, in whole or in part: (a) the grossly negligent or intentional tortious acts or omissions, breach of this Agreement, or violation of applicable law by Licensee, its Affiliates, or any of its directors, general partners, principals, officers, employees, agents, subcontractors, and other personnel designated, employed, or engaged by Licensee; or (b) impermissible or unauthorized use of the System.

4.2 Indemnification Procedure. An Indemnitee shall notify Licensee promptly and in writing of any Claim for which it is entitled to indemnification hereunder. Failure or delay in providing such notice shall not relieve Licensee of its indemnification obligations, except to the extent Licensee demonstrates that the defense or settlement of the Claim has been prejudiced thereby. Licensor shall have the right to control the defense and settlement of any Claim or may at any time tender control of the defense or settlement of such Claim to the other party. The Licensee shall have the right to approve of counsel retained by the controlling party for such Claim (such approval not to be unreasonably withheld, conditioned, or delayed), and may elect to participate in the defense or settlement of any Claim with counsel of its choice. No compromise or settlement may be committed to without the Licensee’s prior written approval (which shall not be unreasonably withheld, conditioned, or delayed).

4.3 LIMITATIONS ON LIABILITY. SUBJECT TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS, ADDITIONAL TAX LIABILITY, OR DIMINUTION IN VALUE, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT LICENSOR WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AGGREGATE LICENSE FEES PAID BY LICENSEE TO LICENSOR WITHIN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND REMEDY REFLECT RISKS ASSUMED BY LICENSOR TO PROVIDE THE SERVICES AND LICENSE THE SYSTEM AS SET FORTH IN THIS AGREEMENT.

4.4 DISCLAIMER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY LICENSOR. LICENSOR DOES NOT WARRANT THAT THE SYSTEM IS FREE OF BUGS, INTERRUPTIONS, ERRORS, OR OTHER SYSTEM LIMITATIONS.

5.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of three (3) years (the “Initial Term”), unless terminated earlier in accordance with the provisions hereof. Upon expiration of the Initial Term, this Agreement will be extended automatically for additional and consecutive one (1) year renewal terms (each a “Renewal Term” and, collectively with the Initial Term, the “Term”) until terminated pursuant to Section 5.2.

5.2 Termination. The parties acknowledge and agree that this Agreement may be terminated as follows:

(c) Licensee may terminate this Agreement for convenience at any time, in whole or in part, without charge or liability, upon not less than one hundred eighty (180) days’ prior written notice to the other party.

(d) Licensor may terminate this Agreement for convenience at any time, in whole or in part, without charge or liability, upon not less than thirty (30) days’ prior written notice to the other party.

(e) Either party may terminate this Agreement for cause, in whole or in part, upon written notice to the other party, if the other party breaches any material provision of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of breach from the other party.

(f) Either party may terminate this Agreement immediately, upon written notice to the other party, without charge or liability, if the other party becomes or is declared insolvent, makes a general assignment for the benefit of creditors, suffers a receiver to be appointed for it, enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it, which petition is not dismissed with prejudice within sixty (60) days after filing.

5.3 Effects of Termination. Upon the termination of this Agreement for any reason, in whole or in part: (a) Licensor shall cease providing the Services; (b) the license granted to Licensee to use the System shall terminate effective as of the date of termination of the Agreement; (c) Licensor shall promptly invoice Licensee for any outstanding portion of the License Fees due and owing in respect of the period up to the date of expiration or termination (prorated for any partial terms); (d) Licensee shall promptly pay to Licensor any portion of the Consulting Fees that has accrued but remains unpaid as of the dater of termination of the Agreement; and (e) each party shall comply with its other obligations surviving the expiration or termination of this Agreement.

5.4 Survival. The sections of this which by their terms or nature extend beyond the expiration or termination of this Agreement, including, but not limited to, Sections 1.2, 1.3, 4, 5.3, 5.4, and 6 shall survive the expiration or termination of this Agreement for any reason, and shall be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

6.1 Governing Law; Jurisdiction; Venue. This Agreement is governed and shall be interpreted for all purposes by the laws of the State of Delaware, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby specifically excluded. Any dispute, action or proceeding arising out of or related to this Agreement may be commenced in the state courts situated in New Castle County, Illinois, or, if proper subject matter jurisdiction exists, the United States District Court for the District of Delaware. Each party submits to the personal jurisdiction and venue of such courts and waives any objection thereto, including based on forum non conveniens.

6.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be sent by registered mail,electronic mail, or courier to the address of the addressee as set out in this Agreement or to such other address as notified by either party to the other as its address for service of notices. Any such notice sent by registered mail shall be deemed to have been given 14 days after the date of posting the mail. Any such notice sent by courier or electronic mail shall be deemed to have been given on the date of receipt.Licensee, when providing any such notice to Licensor, shall also provide a copy of the same notice to the following address, which shall itself not constitute notice: DUGGAN BERTSCH, LLC, Attn: Mike Passananti, 303 West Madison, Suite 1000, Chicago, Illinois 60606, via Email at mpassananti@dugganbertsch.com

6.3 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

6.4 Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights or obligations of the parties hereunder may be transferred or assigned by any party hereto; provided, however, that Licensor may assign its rights and obligations under this Agreement without the consent of Licensee in the event Licensor shall hereafter effectuate a corporate reorganization, consolidate with, or merge into, any individual or entity or transfer all or substantially all of its properties or assets to any individual or entity. Any attempted transfer or assignment in violation of this Section 6.4 shall be void.

6.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

6.6 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

6.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall neither affect any other term or provision of this Agreement nor invalidate nor render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

6.8 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such party has considered the implications of this waiver; (c) such party makes this waiver voluntarily; and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.8.

6.9 No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.