Sportso Client Agreement

Version Date: October 14, 2024

This Agreement (hereinafter, referred to as “Agreement”) is made and entered into by a user of the Sportso Platform that accepts this Agreement (hereinafter, referred to as “Client”) and XML Team Solutions, LLC (hereinafter, referred to as “Agency”).

CLIENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE SPORTSO PLATFORM. IF CLIENT IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CLIENT REPRESENTS THAT CLIENT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF CLIENT DOES NOT HAVE SUCH AUTHORITY CLIENT MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SPORTSO PLATFORM. IF CLIENT DOES NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT AGENCY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE SPORTSO PLATFORM.

1. Recitals

This Agreement governs the rights and obligations of Client and Agency, with respect to the production of content and providing of services by photographers, videographers, statisticians, writers, game officials, and sports medics (hereinafter referred to as "Professional") before, during, and after a sports event for which Client is involved. Through use of the Sportso Platform, Client approves the ability of Professional to perform particular services (hereinafter referred to as “Services”) at a particular event and location (the "Client Assignment") of relevance to the Client. Services may include the capturing of photographs, video, statistics, verbal quotations, transcripts and descriptions of activities and conversations, and other digital content (hereinafter referred to as “Content”), and may also include the performance of particular game-related responsibilities such as officiating and serving as a sports medic.

1. The Client is engaged in the business of utilizing the Services performed by Professional and/or the Content created by Professional.
2. The Professional is engaged in the business of performing the Service and/or creating the Content which the Client desires to utilize.
3. The Agency is in the business of arranging the Client and Professional to come together over a Client Assignment as it has determined that it is in their mutual best interest to enter into this Agreement whereby the Agency will facilitate the procurement of Services of Professional and/or the creation and licensing of Content by Professional to be used by Client.

2. Grant of Authority

1. Client hereby appoints Agency, and Agency hereby accepts such appointment, as Client's agent with respect to Content created for each Client Assignment and uploaded to the Sportso Platform. 
2. Client may use Content for its internal purposes and shall have no right to place Content with any wire service, stock picture agency, picture library or other similar setting or enter into any agreement with a third party for the licensing, syndication or other commercialization of the Content. 
3. Agency shall have the sole discretion to establish the terms and conditions of any traditional and non-exclusive licensing or syndication of Content. 

3. Licensing 

Agency has ownership of copyright of all Content created pursuant to a Client Assignment along with the rights to license, reproduce, distribute, publish, publicly perform, display, syndicate, download, transmit, and store the Content, each and all throughout the world, in any and all media, formats and methods of transmission now known or hereafter developed.

1. Usage of Licensed Content. Client may use Content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). The rights granted to Client are non-transferable and non-sublicensable, meaning that Client cannot transfer or sublicense them to any third party. Subject to those restrictions and the rest of the terms of this Agreement, the license rights granted to Client by Agency are:

1. Unlimited in quantity, meaning Content can be used by Client an unlimited number of times. 
2. Perpetual, meaning there is no expiration or end date on Client’s rights to use the Content. 
3. Worldwide, meaning Content can be used in any geographic territory. 
4. Any and all media, meaning content can be used in print, in digital or in any other medium or format. 
5. Non-Exclusive, meaning that, unless otherwise indicated in a separate written agreement with Agency, Client does not have any exclusive rights to use the Content. Agency can license the same content to third parties. If Client would like exclusive rights to use Content, please contact Agency to discuss a buy-out. 
6. Limited, meaning limited to the  Please make sure you read the Restricted Uses section below for exceptions. 

2. Restricted Uses. 

1. No Unlawful Use. Client may not use Content in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable laws or regulations.
2. No Standalone File Use. Client may not use Content in any way that allows others to download, extract or redistribute Content as a standalone file (meaning just the Content file itself, separate from the project or end use).
3. No False Representation of Authorship. Client may not falsely represent that Client is the original creator or owner of a work that is made up of Content. For instance, Client cannot create artwork based solely on Content and claim that Client is the author or owner.

3. Restricted Uses - unless additional license purchased. The following are prohibited without the prior written consent of Agency and payment of an additional license fee:

1. Client is not allowed to provide, share, or sell any Content to third-parties for such third parties to use the Content in any commercial manner.
2. No 'On-Demand' Products. Unless explicitly authorized in an Agency license agreement, Client may not use Content in connection with "on-demand" products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (this includes the sale of products through custom-designed websites, as well as sites such as zazzle.com and cafepress.com).
3. No Metadata Exploitation. Unless expressly authorized by Agency, Client may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with Content.

4. Attribution and Credits

1. Client shall take reasonable efforts to include a credit for the Content. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the Content on the Sportso Platform: "[Professional's name]/Sportso"

4. Syndication

1. Agency can syndicate Content to third party agencies.

1. Agency shall have sole discretion of what Content, if any, gets syndicated.
2. Professional is granted the ability to upload additional Content, beyond the original Client Assignment as was requested by Client, at any point. If this additional Content gets submitted, the Client who requested that Client Assignment originally will also have Licensing rights to that Content.

5. Payments to Sportso

In consideration of the services to be furnished by Professional in pursuant of each Client Assignment, Agency will be entitled to receive payments from Client in accordance with Agency’s fee schedule made available to Client, as may be updated from time to time by Agency.

The prices do not include taxes and Client will be responsible for any federal, state, provincial, local, international and other taxes, duties, and fees required by law (exclusive of Agency’s income taxes), including, but not limited to, sales, use, excise and value added taxes, import duties, and customs fees imposed under by any federal, state, provincial, local, international or other taxing jurisdiction, related to this Agreement or the products or services provided under this Agreement. Any exemption claimed must be supported by proper documentary evidence delivered to Agency.

6. Client Assignment Cancellations

1. Client Assignment cancellations for both Professional and Client must happen within the Sportso Platform no less than 24 hours prior to the start of the Client Assignment. 
2. If a Client fails to meet this cancellation deadline, Client must pay two-thirds of the Client Assignment total as a penalty.
3. If a Professional fails to meet this cancellation deadline, and if this failure happens multiple times, this could eventually lead to the revoking of Professional's rights to use the Sportso Platform. 

7. Agreement Terms

The Terms of this Agreement shall commence as of the date hereof and shall continue in perpetuity, unless terminated as herein provided. 

8. Termination and Breach of Agreement 

1. Either party may terminate this Agreement at any time, for any reason, provided that any Client Assignments set up by Client and assigned to Professionals prior to such termination shall remain binding and in place under the terms of this Agreement.
2. Agency may terminate this Agreement if Client breaches any of the material terms of this Agreement. Upon any termination by Agency due to a breach by Client, then Agency shall be entitled immediately to terminate Client’s authorization and access to the Sportso Platform under the Agreement. 
3. Client shall be deemed to be in breach of this Agreement upon breach of any of Client obligations, representations or warranties contained herein or any other undertaking on its part, as well as: (1) any activity by Client outside the limited scope of the license to Content granted by Agency to Client hereunder. (2) violation of the terms of Section 3 hereof. In the event of such breach of Section 3, Agency shall have the right to recover damages, including lost syndication revenue, as Agency may have incurred as a result of Client’s breach.

9. Obligations of Client

1. Client shall facilitate any credentials, parking, and access that Professional needs for each Client Assignment, and agrees to directly reimburse to Professional any required fees for parking or event access.
2. Client shall provide all details for each Client Assignment.
3. Client shall use all reasonable efforts to maintain professionalism throughout the duration of this Agreement. This includes, but not limited to, adhering to individual Client Assignment details, maintaining timeliness, sustaining communications with Professional, facilitating the desired locations for capturing Content, and being courteous and respectful. Policies are further detailed within the Help section of the Sportso Platform.
4. Client shall notify Agency promptly of any significant errors detected in the Content.

10. Obligations of Professional

1. Professional shall use all reasonable efforts to maintain professionalism throughout the duration of this Agreement. This includes, but not limited to, adhering to each individual Client Assignment detail, maintaining timeliness, sustaining communications with Client, being courteous, respecting the location and respecting all event participants. Codes of Conduct are further detailed within the Help section of the Sportso Platform.
2. Professional shall use reasonable efforts to accurately caption and assign filenames to all Content and affix proper metadata to such Content. Metadata policies are further detailed within the Help section of the Sportso Platform.

11. Obligations of Agency

1. Agency shall maintain the Sportso Platform to facilitate the creation and fulfillment of Client Assignments
2. Agency shall index and store the Content with reference to each Client Assignment and Professional. The method of indexing the Content shall be determined and implemented in Agency’s sole discretion.

12. Delivery of Content

1. Professional shall deliver to the Client via the Sportso Platform, the Content created pursuant to each Client Assignment in the format(s) listed on the Sportso Platform, no later than 24 hours after the Professional ceases capturing Content during the Client Assignment, with time being of the essence, unless otherwise approved by the Client.
2. Professional shall deliver only such Content the Professional deems appropriate to further the purpose of this Agreement and the details of each Client Assignment.

13. User Accounts

Client will be responsible for tracking all activity for each user account within the Sportso Platform, and Client shall: (a) maintain the security of all passwords and usernames; (b) notify Agency immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Agency reserves the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If Agency determines or reasonably suspects that Client is in breach of this or any other term of this Agreement, Agency may suspend Client's access to the Sportso Platform and seek further legal remedies.

14. Representations & Warranties; Covenants; Indemnification 

1. With respect to the Content, Client represents and warrants that:

1. Except as provided herein, Content will not be distributed and/or sold by Client elsewhere to third parties.
2. Client will not manipulate, digitally alter, or otherwise modify the Content from the original depiction.
3. Client will not use the images for AI training or usage. 
4. Client agrees to use its best efforts to prevent unauthorized copying,  distribution and/or usage of the Content. Client agrees to immediately notify Agency once it is made aware of or suspects that any third party is wrongfully using the Content, in whole or in part, or is violating any of Agency’s intellectual property rights, including, but not limited to, its trademarks and copyrights.

2. Client hereby covenants and agrees to assist Agency and Professional in the defense of its rights in the Content from and against all claims and demands whatsoever, at law or in equity, of all persons.
3. Client agrees to indemnify and hold harmless Agency, its owners, officers, employees and agents, from any claim that arises from or relates to use of the Content by Client in violation of any term of this Agreement or from a breach of Client’s representations and warranties set forth in this Agreement.

15. Ownership of Intellectual Property Rights. 

Client hereby agrees and acknowledges that Agency obtains exclusive ownership in and to Content and to technology related to the Sportso Platform, whether now existing or hereafter arising, including without limitation all ownership rights under patents, copyrights, trademarks and trade secrets. All rights not expressly granted in this agreement are reserved by Agency. Except for Content credits as required, Client may not use the trade names, trademarks, logos, or service marks of Agency without express prior written permission.

16. Professional is an Independent Contractor

Via the relationship of Professional and Agency, Professional:

1. has agreed that Professional is an independent contractor and that Professional is not entitled to and will not claim any of the rights, privileges or benefits of an employee of Agency or Client. 
2. will not receive any of the rights, privileges and benefits that Agency or Client extends to its employees, including, but not limited to, pension, welfare benefits, vacation, termination or severance pay or other perquisites by virtue of this Agreement or by virtue of Professional's provision of services to Agency and Client. 
3. releases any and all right, claim, or interest to any privileges or to any benefit, welfare plan or other employee plans or perquisites, including but not limited to pension, welfare benefits, vacation or termination pay, provided by, or on behalf of, Agency or Client to its employees. 

accepts sole responsibility for payment and withholding of all income, employment and other taxes.

17. Liability

Client expressly acknowledges and agrees that (i) Agency shall not be liable to Client for the loss, theft, destruction of any Content, equipment, or other property of the Client; (ii) Agency shall not be liable to Client and/or Professional for any injury before, during, or after participation in any Client Assignment; and (iii) Agency shall not be liable to Client for the misappropriation of any Content submitted to Agency.

ADDITIONALLY, IN NO EVENT SHALL AGENCY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGENCY’S LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO AGENCY DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

18. Disclaimer

Agency provides services under this Agreement and the Sportso Platform “as is”, without any express or implied warranties. For example, Agency does not warrant the accuracy, timeliness, completeness, adequacy, merchantability, fitness for a particular purpose or non-infringement of the services under this Agreement and the Sportso Platform, and Agency shall not be liable to Client, Professional and/or to any third party with respect to any actual or alleged inaccuracy, untimeliness, incompleteness, inadequacy, unmerchantability or unfitness. 

19. Arbitration

Any claim arising from or relating to this Agreement shall be submitted to arbitration to be conducted in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association then in effect. Arbitration shall be conducted in the City of Los Angeles by a single arbitrator. The decision of the arbitrator shall be binding and final and may be entered as a judgment in any state or federal court having jurisdiction thereof. It is expressly agreed that each party will bear its own attorneys’ fees and costs related to any such arbitration.

20. Miscellaneous

This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of California. This Agreement may be assigned to and will be binding upon and inure to the benefit of any firm, corporation, or entity that is an affiliate of Agency or into which Agency is merged or consolidated, or which purchases, acquires, or becomes the successor-in-interest of Agency. Client’s rights and remedies in the event of any breach or alleged breach of this Agreement are strictly limited to the right, if any, to recover damages, and Client acknowledges that Client’s remedy of money damages is adequate. Client will not be entitled by reason of any such breach, and Client will not seek, any equitable relief, whether injunctive or otherwise, with respect to any rights in any Content or any grant to or exercise by Agency of any of the rights granted hereunder. This Agreement constitutes the complete understanding and agreement of Client and Agency with respect to Client Assignments on or after the Effective Date and supersedes any and all prior or contemporaneous written or oral agreements between Client and any entity with respect to such Client Assignments. Prior agreements between any entity and Client relating to any prior Client Assignments will continue to govern those prior Client Assignments. The parties agree that the language of any clause or term of this Agreement will not be construed for or against the drafter. No right or term of this Agreement or any Client Assignment will be deemed waived, and no breach of this Agreement or any Client Assignment excused, unless the waiver or consent is in writing signed by Client and Agency. Handwritten comments, modifications or amendments added to this Agreement will have no force or effect. Each instance of the word “including” herein will be interpreted as if it were followed by the words “without limitation” unless expressly indicated otherwise in a particular instance. All rights granted to Agency under this Agreement are irrevocably vested (including for the full term of copyright protection everywhere in the world). Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. Agency shall not be responsible for any non-performance that results from causes that are beyond Agency’s reasonable control. Electronic signatures will have the same force and effect as original and handwritten signatures.

21. Agreement Changes

Agency may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Sportso Platform and revisions will be indicated by date. Client agrees to be bound to any changes to this Agreement when Client uses the Sportso Platform after any such modification becomes effective. Agency may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that Client regularly reviews this Agreement and keep Client’s contact information current in the account settings to ensure Client is informed of changes. Client agrees to periodically check the Sportso Platform for updates to this Agreement and Client will read the messages Agency sends to inform Client of any changes. Modifications to this Agreement shall be effective after posting. 

22. Notice

All notices and other communications under this Agreement shall be: (i) in writing; (ii) delivered by email, to XML Team Solutions, LLC at support@sportso.com and to Client at the email address stored within the Sportso Platform for the administrative owner of record; and (iii) effective the first business day after the date of emailing.