Sportso Professional Agreement

Version Date: October 14, 2024

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

PROFESSIONAL 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 PROFESSIONAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, PROFESSIONAL REPRESENTS THAT PROFESSIONAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  IF PROFESSIONAL DOES NOT HAVE SUCH AUTHORITY PROFESSIONAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SPORTSO PLATFORM. IF PROFESSIONAL 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 Professional and Agency, with respect to the production of content and providing of services by Professional in the course of performing a Client Assignment (defined below). Authorized persons ("Clients") use the Sportso Platform to approve 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 by Professional 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 Professional is engaged in the business of performing the Service and/or creating the Content which the Client desires to utilize.
2. The Client is engaged in the business of utilizing the Services performed by Professional and/or the Content created by Professional.
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. Professional hereby appoints Agency, and Agency hereby accepts such appointment as Professional's agent in respect to Services provided at each Client Assignment, and Content created at each Client Assignment and uploaded to the Sportso Platform. 
2. Agency shall have the sole discretion to establish the terms and conditions of any traditional and non-exclusive licensing and syndication of Content. 

3. Rights Assigned

In consideration of the compensation provided to Professional under this Agreement, Professional shall and hereby does assign to Agency all of Professional's right, title and interest in the Content created during each Client Assignment, including all copyrights and other intellectual property rights in such Content. Professional hereby waives any and all moral rights, including any right to identification of authorship, rights of approval of modifications, or limitation on subsequent modification that Professional has or may have in the Content. Professional may not assert any right to revenue from another collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the Content. Professional agrees to take all steps reasonably requested by Agency to evidence ownership and transfer of intellectual property rights conveyed in the Content, including, without limitation, execution and recordation of assignments of intellectual property, invention agreements, transfer of goodwill, and such other steps as are practically required in order to vest all such intellectual property rights in Agency. To effectuate the terms of the assignment granted in this Section, Professional hereby names and irrevocably constitutes and appoints Agency, with the full power of substitution therein, as Professional's true and lawful attorney-in-fact to exercise the rights assigned hereby. Professional acknowledges that all Content is owned by Agency, including Content that Professional chooses not to upload to the Sportso Platform. Except for Content credits as required, Professional may not use the trade names, trademarks, logos, or service marks of Agency without express prior written permission.

1. Crediting Rights. Professional hereby grants to Agency the non-exclusive right to use Professional's name in order to credit Professional as the creator of the Content.
2. Self-Promotional Use. After the Client Assignment has been completed, Professional without prior written authorization from the Agency or Client, may use, reuse and post Content created by Professional solely to promote Professional and Professional's work, but not for any other commercial purpose. 

Professional agrees that Professional shall not in any manner transfer any rights whatsoever in the Content to a Client, including any intellectual property rights, by assignment, license, work for hire, or in any other manner. Any such transfer shall be void and of no effect.

4. Syndication

1. Agency can in its sole discretion 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 to the Sportso Platform, beyond the original amount requested by Client, at any point. If this additional Content gets submitted, the Client who requested that Client Assignment originally will also have usage rights to that Content.

5. Compensation

1. Client Assignment Compensation. In consideration of the services furnished by Professional in pursuant of each Client Assignment, provided Professional has complied fully with Professional's obligations hereunder, Professional will be entitled to receive fees as set forth in the fee schedule made available to Professional, as may be updated from time to time by Agency.
2. Syndication Compensation. In consideration of the services furnished by Agency hereunder and the performance of its obligations hereunder, Agency shall be permitted to retain fifty percent (50%) of "Net Syndication Billings" as hereinafter defined, in connection with the syndication of the Content. "Net Syndication Billings" shall be defined to include all revenue, of whatever nature and/or from all sources, derived and actually received by Agency from the syndication of the Content, and shall include, without limitation, holding fees and interest assessed, but shall not include "service fees" as that term is generally used in the industry, including but not limited to credit card processing fees. The only permissible deductions from Net Syndication Billings shall be: taxes, bad debts and other uncollectible sums actually incurred; and/or reasonable currency conversion costs.

1. Third Party Fees. Professional agrees and understands that Agency has entered into certain agreements with third party agencies (hereinafter referred to as the "Third Parties") pursuant to which such Third Parties have been granted the authority to distribute the Content on their respective websites and via other electronic means. The Third Parties will remit commissions to Agency from sales made by the Third Parties of the Content (the "Third Party Fees") in accordance with such Third Party agreements. Thereafter, Agency will remit to Professional fifty percent (50%) of the Third Party Fees received by Agency, and Agency will retain a commission of fifty percent (50%).
2. Uncompensated Use. Professional agrees and understands that Agency may, from time to time, allow Agency's customers, partners, and others to use certain Content without compensation. As a result, Professional may not be compensated for the use and distribution of certain Content. This will be for, among other reasons, the purpose of revenue-generating usage commitments or for promotional trials for the customer. Professional agrees that these arrangements can be entered into and agreed to in Agency's sole and absolute discretion and without further compensation to or consent from Professional.

3. Agency may withhold from Professional any taxes required by law, and Professional is responsible for reporting all income earned under this Agreement to the relevant taxing authorities.

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, the Client must pay two-thirds of the Client Assignment total as a penalty, all of which (once received by Agency) goes to Professional.
3. If a Professional fails to meet this cancellation deadline, the Professional would be in breach of this Agreement; and if this failure happens multiple times, could eventually lead to a Professional being terminated. 

7. Agreement Term

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.
2. Upon termination, Agency shall have the sole discretion to immediately terminate Professional's authorization and deactivate access to the Sportso Platform under the Agreement. 
3. Upon a termination by Agency based upon a breach by Professional, Agency shall have no further obligation to pay any compensation to Professional under this Agreement.
4. Professional shall be deemed to be in breach of its obligations upon a breach of any of Professional's obligations, representations or warranties contained herein or any other undertaking on its part. Breaches shall also include, but not limited to:

1. Arriving late or missing Client Assignments that were assigned to Professional; violating venue codes of conduct; failing to post Content in a timely manner following the completion of the Client Assignment; missing cancellation deadlines. Codes of Conduct are further detailed within the Help section of the Sportso Platform.
2. Any activity by Professional with Clients outside the limited scope of the authorization granted by Agency to Professional hereunder.

9. 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.

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 filename all Content, and affix proper metadata to such Content. Metadata policies are further detailed within the Help section of the Sportso Platform.
3. Professional shall maintain confidentiality and not use or disclose any “Confidential Information” that Agency and/or Client may provide to Professional. “Confidential Information” means any information that is either designated as confidential by Agency and/or Client or that under the circumstances surrounding the disclosure ought in good faith be treated as confidential by Professional, including, without limitation information concerning Agency’s and/or Client’s present and future business, marketing plans, data testing and research techniques, inventions, processes, practices, trade secrets, and like information. The terms and conditions of this Agreement is Confidential Information.
4. Professional shall notify Agency promptly of any significant errors detected in the Content.

11. Obligations of Client

1. Client shall facilitate any credentials, parking, and access that Professional needs for each Client Assignment.
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 each individual Client Assignment details, maintaining timeliness, sustaining communications with Professional, facilitating the desired locations for capturing Content, being courteous and respectful.

12. 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. Agency shall not have any liability to Professional for any lost or corrupted Content.

13. User Accounts

Professional will be responsible for tracking all activity for its user account, and Professional 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 its user account. Agency reserves the right to monitor user account and user activity to ensure compliance with the terms of this Agreement. If Agency determines that Professional is in breach of this or any other term of this Agreement, Agency may suspend access to Professional account and seek further legal remedies.

14. Representations & Warranties; Covenants; Indemnification 

1. With respect to the Content, Professional represent and warrant that:

1. Professional is and will be the sole creator of the Content. 
2. The Content is and will be wholly original; is not libelous or obscene, or violates or infringes the right of privacy or publicity of any person, firm or entity; will not infringe any copyright of any third party; and except as provided herein, will not be published or distributed by Professional elsewhere.
3. Professional will not manipulate, digitally alter, or otherwise modify the Content from the original depiction. Professional may make reasonable efforts to make color, tonal, and cropping adjustments in line with standard editorial industry practices.
4. Professional agrees to use its best efforts to prevent unauthorized copying, distribution and/or usage of the Content. Professional 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.
5. Professional will comply with all applicable laws, rules, and regulations in performing the Client Assignment and creating and delivering the Content.

2. Professional hereby covenants and agrees to assist Agency and Client in the defense of their rights in the Content from and against all claims and demands whatsoever, at law or in equity, of all persons.
3. Professional agrees to indemnify and hold harmless Agency and Client, their owners, officers, employees and agents, from any claim or that challenges the right of Agency and Client to use the Content in any way and any losses resulting from a breach of Professional's representation and warranties set forth in this Agreement.

15. Independent Contractor

Professional agrees 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. Professional understands that Professional 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. Professional hereby 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. Professional will be solely responsible for payment and withholding of all income, employment and other taxes.

16. Liability

Professional expressly acknowledges and agrees that (i) Agency shall not be liable to Professional for the loss, theft, destruction of any Content, equipment, or other property of the Professional; (ii) Agency shall not be liable to Professional for any injury before, during, or after participation in any Client Assignment; (iii) Professional shall have the responsibility of maintaining an archive of all Content submitted to Agency; and (iv) Agency shall not be liable to Professional for the misappropriation of any Content submitted to Agency hereunder, it being expressly understood that Agency shall only be liable to Professional for the compensation payable hereunder in accordance with the Agency’s fee schedule made available to Professional for Services performed and for Content licensed and/or syndicated by Agency.

ADDITIONALLY, IN NO EVENT SHALL AGENCY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO PROFESSIONAL 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 PROFESSIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGENCY’S LIABILITY TO PROFESSIONAL FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, EXCEPT FOR AMOUNTS OWING AS COMPENSATION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY AGENCY TO PROFESSIONAL DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

17. Disclaimer. 

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

18. 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.

19. Miscellaneous.

This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of California and Professional hereby submits to the jurisdiction of such state. 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. Professional'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 Professional acknowledges that Professional's remedy of money damages is adequate. Professional will not be entitled by reason of any such breach, and Professional 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 Professional and Agency with respect to Client Assignments to Professional on or after the Effective Date and supersedes any and all prior or contemporaneous written or oral agreements via the Sportso Platform between Professional and any entity with respect to such Client Assignments. Prior agreements between any entity and Professional relating to any prior assignments will continue to govern those prior 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 Professional 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.

20. 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. Professional agrees to be bound to any changes to this Agreement when Professional 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 Professional regularly reviews this Agreement and keep Professional's contact information current in the account settings to ensure Professional is informed of changes. Professional agrees to periodically check the Sportso Platform for updates to this Agreement and Professional will read the messages Agency sends to inform Professional of any changes. Modifications to this Agreement shall be effective after posting. 

21. 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 Professional at the email address stored within the Sportso Platform for the administrative user of record; and (iii) effective the first business day after the date of emailing.