STACK SPORTS SYSTEM LICENSE AGREEMENT (United States)
This System License Agreement (“License Agreement”) is entered into between SPay, Inc. d/b/a Stack Sports, a Delaware corporation located at 5360 Legacy Drive #150, Plano, TX 75024 (“Stack Sports”) and your organization (“Customer”) as an authorized user of the Stack Sports System (defined below).
WHEREAS, Stack Sports provides, among other things, electronic registration, association, team, club, camp and league management solutions, scheduling, background checks, email marketing, staff management, equipment purchasing and inventory management services, web design and hosting services, search engine optimization services, curriculum management services, and payment processing services including (but not limited to) credit card, debit card, check processing/guarantee, gift/stored value card, ACH, and international processing.
WHEREAS, Stack Sports intends to combine, deploy or integrate certain Stack Sports IP Assets, as reasonably determined by Stack Sports, to make available to Customer certain functionality and/or solutions in an online, object-code only system configured by or to be configured by Stack Sports (collectively “Stack Sports System”) through which Stack Sports will deliver certain services, as more specifically described in a Pricing Agreement (as defined below).
WHEREAS, Customer desires to license the Stack Sports System for use according to the terms and conditions herein.
WHEREAS, the Stack Sports System is solely owned by Stack Sports. The Stack Sports System is licensed, not sold. Customer hereby agrees the Stack Sports System, as well as the Stack Sports IP Assets, are protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties.
In consideration of the foregoing and the mutual promises set forth below, the parties agree as follows:
- Grant of License
- 1.1 Pricing Agreement. Stack Sports and Customer will delineate the services to be provided to Customer (the “Services”) in one or more separate pricing agreements (each a “Pricing Agreement”) which, among other things, shall provide that Customer will pay the fees described in such Pricing Agreement. The date of execution of said Pricing Agreement will become the Effective Date of the relationship between the parties and this Agreement shall be incorporated by reference into such Pricing Agreement as if fully set forth therein.
- 1.2 Scope. Subject to Customer’s compliance with all terms and conditions of this Agreement and any additional terms set forth in the Pricing Agreement, (including the prompt payment by Customer of all fees and charges), Stack Sports hereby grants to Customer, for the Term, a limited, personal, nontransferable license to access and use the Stack Sports System.
- 1.4 Ownership of System and Intellectual Property. Customer acknowledges and agrees that no title to the intellectual property in the Stack Sports System, including any and all proprietary trade secret information and information about business processes, is transferred to Customer under the terms of this License Agreement. All right, title and interest in and to the Stack Sports System is the sole property of Stack Sports, including any modifications thereto. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Stack Sports System are granted to the Customer, and no interest in or rights or licenses to the Stack Sports System shall inure in or accrue to the Customer, whether by implication, estoppel, or otherwise. All rights of any kind in the Stack Sports System that are not expressly granted in this Agreement are entirely and exclusively reserved to and by Stack Sports, and its successors and assigns.
- 1.6. Permitted Stack Sports System Uses. Stack Sports supports the maintenance of the software product and -support services to clients primarily through registration fees and other service fees collected from the use of the Stack Sports System. Stack Sports does not provide web site only services. Accordingly, Customer agrees to use registration services during the normal course of business when using the Stack Sports System and Customer agrees they will not use another registration provider during the Term.
- Payment Processing and Other Fees
- 2.1 License Fees. In consideration for its license to use the Stack Sports System, Customer agrees to pay certain annual fees, one-time fixed fees, ongoing and credit card processing fees (collectively, “Fees”). These Fees are outlined in the Pricing Agreement.
- 2.2 Payment Processing. It is the intent of both Stack Sports and Customer that a material element of this Agreement is to include/use Stack Sports’s credit & debit card processing services (“Processing Services”) as part of, or in combination with, the Stack Sports System. Therefore, Stack Sports and Customer specifically agree that all Processing Services associated with Customer, including but not limited to, all related processing from websites, mobile apps, related club, league, team payments (even if white labeled sites or apps through the Customer) and any P2P payments, will be handled by Stack Sports.
- 2.2.1 Processing Partners Stack Sports will consider the processing needs of the Customer, the Stack Sports products chosen by the Customer and listed in the Purchase Agreement, the geographical location and currency the Customer accepts and place the Customer with one of the approved processing partners of Stack Sports (“Processing Partners”). Once a Processing Partner is chosen, Customer hereby agrees to provide the necessary information required by that Processing Partner to set-up the merchant account. A list of approved processing partners is listed below in Addendum A.
- 2.3 Custom Development. If Customer wants to add additional features beyond the features included in the Stack Sports System or have Stack Sports provide specific design, development or implementation services, Customer agrees to pay costs and fees for such features and services upon receipt of invoice from Stack Sports. Stack Sports will present Customer a separate statement of work confirming the details of the work, the estimated timeline to implement and the cost associated with the project (“SOW”). Stack Sports will proceed once both Stack Sports and Customer agree to and execute the SOW. Once the SOW is acknowledged, it will be deemed to be an amendment to this Agreement.
- System Support. Customer shall receive telephone and email support based on geographical location of customer’s chosen products. The hours of customer service can be found on the Stack Sports website.
- Term, Termination and Transition.
- 4.1 Term. The term of this Agreement shall be for the period set forth in the Pricing Agreement and shall commence as of the Effective Date (“Initial Term”). Following the Initial Term, this Agreement shall automatically renew, for successive twelve (12) month periods (each a “Renewal Term”), unless: (i) either Party provides the other with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term; or (ii) earlier terminated pursuant to the terms of this Agreement. Renewal Terms shall be subject to reasonable cumulative annual fee increases of five percent (5%) unless expressly modified in the Pricing Agreement or otherwise superseded by applicable contractual pricing arrangements between Stack Sports and a collegiate or other governing body in so far as such arrangements relate to specific service items for which Customer is an intended beneficiary.
- 4.2 Termination. Either party shall have the right to terminate this License Agreement prior to the end of the Term upon a material breach of this Agreement by the other party. The non-breaching party shall provide written notice to the breaching party setting forth the basis for such party’s claim of material breach, setting forth in reasonable detail the act(s) or omission(s) or circumstances giving rise to such claim, and stating the desire of the non-breaching party to terminate if the breaching party fails to cure such breach. The breaching party shall have thirty (30) days in which to cure the breach; or commence to cure and present the non-breaching party with an acceptable remediation and cure plan if the breach is curable but cannot be cured within such thirty (30) day time period, If the breach is not cured within thirty (30) days or if the remediation and cure plan presented by the breaching party is rejected by the non-breaching party, then this Agreement shall terminate. Notwithstanding the opportunity to cure provided in the previous sentences, if the material breach is of such a nature that it may not be cured, regardless of the action taken by the breaching party or the passage of time, then the non-breaching party may terminate this Agreement effective immediately upon notice. In addition, Stack may terminate this Agreement upon written notice for Customer’s violation of Section 1 (“Grant of License”) or failure to pay the Fees as set forth in the Pricing Agreement.
- 4.3 Effect of Termination. Termination of this Agreement for any reason (except the sole material breach by Stack Sports) shall not allow Customer a refund of Fees and Customer agrees to pay all Fees due and owing to Stack Sports up to and until the date Customer ceases all use of the Stack System. Upon termination of this Agreement for any reason, Customer shall make no further use of the Stack System whatsoever. Customer acknowledges that upon disconnection from the Stack System, Customer shall no longer be able to use the features of the Stack System including Customer’s Web Site. All Customer Content shall be accessible by Customer notwithstanding termination of this Agreement for a period of thirty (30) days following termination of this Agreement for archiving by Customer or conversion to another system by Customer.
- 4.4 Transition Period. If this Agreement expires pursuant to Section 4.1 or if Customer terminates this agreement due to the sole material breach by Stack Sports pursuant to Section 4.2, Customer may request that Stack Sports continue to provide the Stack System for up to three (3) months (the “Transitional Period”). Customer agrees to continue to pay any and all Fees associated with the Stack System that are in place immediately prior to the Transition Period.
- 4.5 Acceleration of Payments. Any expiration or termination of this Agreement shall not release Customer from its duty to pay any amount which may be then or with the passage of time will become owing to Stack Sports. Furthermore, immediately upon any termination of this Agreement, Customer shall pay to Stack Sports any and all amounts that are or with the passage of time will become due and payable.
- 5.1 Confidential Information Each of Stack Sports and Customer acknowledge that they may be exposed to confidential information relating to the other party’s business in connection with the Services, the use of the Stack Sports System and the performance of this License Agreement. Such confidential information may include but is not limited tobusiness methods and processes, products, customers, technology and financial status to the extent that the same constitutes the non-public proprietary information or trade secrets of a disclosing party. Customer expressly acknowledges that the Stack Sports System is the confidential and proprietary intellectual property andr trade secret information of Stack Sports. The parties agree that, for the Term and subject to the provisions of this License Agreement and for a period of ten (10) years from the termination or expiration of this Agreement, neither party will disclose the confidential information of the other to third parties without the prior written consent of the disclosing party.
- Indemnification. Customer agrees to indemnify and hold harmless Stack Sports from any third party claims: (i) based on Customer’s or its members’/users’ use of the System, including any Data provided by Customer or its member/users; and (ii) based on or alleging any violation of Customer’s representations and warranties under Section 9, provided that Stack Sports, as applicable, notifies Customer promptly in writing of the claim (provided further that any failure by Stack Sports to provide such prompt notice shall only relieve Customer of its obligations under this Section to the extent that it has actually been prejudiced by such failure), gives Customer reasonable assistance in the defense and allows Customer to control the defense or settlement. Customer may not settle any such third party claim without the prior written consent of Stack Sports.
- Representations and Warranties
- 7.1 By Customer. Customer represents and warrants the following: (i) all information or content provided by Customer or its members/users to Stack Sports and/or displayed on the Customer Site is true and accurate in all material respects and does not infringe upon the intellectual property and/or proprietary rights of any third parties; (ii) Customer has received all necessary permission from third parties to post all content on Customer Site; (iii) Customer is in compliance in all respects with all applicable laws and regulations; (iv) Customer shall comply with all terms and conditions of this Agreement; (v) Customer shall at all times comply with all applicable laws and regulations related to the collection, use and storage of personal information, and (vi) Customer has the authority to represent and enter into this agreement on behalf of its members/users and access their Data without restriction.
- 7.2 Exclusive Warranty. Stack Sports represents and warrants that the Stack Sports System will substantially comply with specifications during the term of this License Agreement. Stack Sports agrees to use commercially reasonable efforts to correct material defects in the Stack Sports System (that Stack Sports can replicate) within thirty (30) days of receipt of written notice of such defect from the Customer. EXCEPT FOR THE FOREGOING WARRANTY, THE SYSTEM AND ITS CONTENT IS PROVIDED “AS IS” AND CUSTOMER USES THE STACK SPORTS SYSTEM AT ITS OWN RISK. FURTHERMORE, SHOULD THE CUSTOMER REQUEST THAT STACK SPORTSIMPORT CUSTOMER DATA INTO THE STACK SPORTSSYSTEM, CUSTOMER ASSUMES ALL RESPONSIBILITY FOR PROVIDING THE DATA IN A FORMAT THAT MEETS THE IMPORT REQUIREMENTS OF THE STACK SPORTS SYSTEM AND PROVIDES THE FORMAT ACCORDING TO THE CUSTOMER NEEDS. STACK SPORTS SHALL NOT BE RESPONSIBLE FOR ANY ERRORS IN DATA, THE QUALITY OF THE DATA, OR CORRECTIONS TO IMPORTED DATA IN THE SYSTEM. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE STACK SPORTS SYSTEM MAY NOT PERFORM OR MEET THE CUSTOMER’S OR END USER’S EXPECTATIONS. STACK SPORTS DOES NOT WARRANT THAT THE USE OF THE STACK SPORTS SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE. STACK SPORTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. IN NO EVENT SHALL STACK SPORTS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND/OR LOSS OF BUSINESS, ARISING OUT OF OR IN ANY WAY RELATED TO (I) THIS LICENSE AGREEMENT; (II) THE PERFORMANCE OF THIS LICENSE AGREEMENT; (III) THE USE OF ANY PRODUCT, SERVICE OR STACK SPORTS SYSTEM PROVIDED UNDER THIS LICENSE AGREEMENT; AND/OR (IV) AN ALLEGED BREACH OF THIS LICENSE AGREEMENT, WHETHER OR NOT THAT PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
- Survival. The following provisions shall survive termination of this License Agreement for any reason: Section 1.3 (“Restrictions”); Section 1.4 (“Ownership of System and Intellectual Property”); Section 1.5 (“Ownership of Data”); Section 4.3 (“Effect of Termination”); Section 5 (“Confidentiality”); Section 6 (“Indemnification”); Section 7 (“Representations and Warranties”); Section 8 (“Limitation of Liability”); Section 9 (“Survival”) and Section 10 (“General”).
- 10.1 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
- 10.2 Severability. In the event of invalidity of any provision of this License Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this License Agreement.
- 10.3 Governing Law. This Agreement will be governed by the laws of the State of Texas. The parties consent to the exclusive jurisdiction and venue of the state and federal courts in Dallas County, Texas, for any action, suit or proceeding in connection with the Stack Sports System or this License Agreement. The prevailing party in a suit shall be entitled to reimbursement for its costs and expenses, including any costs incurred in collecting overdue payments and attorneys’ fees at trial and on appeal.
- 10.4 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
- 10.5 Assignment. This License Agreement and any rights and responsibilities hereunder may not be assigned or delegated by Customer, including by action of law, without the express written consent of Stack Sports. Any assignment or delegation in violation of this Section will be void and of no effect.
- 10.6 Injunctive and Other Equitable Relief. The Customer agrees that the remedy at law for any breach or threatened breach of this Agreement by the Customer would, by its nature, be inadequate, and that in that event Stack Sports shall be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.
- 10.7 Entire Agreement. This License Agreement, together with the Stack Sports Policies, is the entire agreement between the parties which supersedes any prior agreement, whether written or oral, relating to the subject matter of this License Agreement. This License Agreement may only be modified by mutual agreement of the parties in writing.
- PROPAY, INC.
- FIDELITY INFORMATION SERVICES, LLC
Customer agrees that Stack Sports will electronically deduct all Fees from Customer’s bank account on around the first day of each month and the fifteenth of each month beginning the first month of invoice. Stack Sports will provide Customer with an electronic invoice on or around the first and fifteenth of each month, detailing all Fees to be deducted. Late payment fees shall be assessed at a rate of one and one half percent (1½ %) per month or the highest rate allowed by law, until paid in full.
- PAYPAL – EXPRESS CHECKOUT
Customer agrees that fees for processing will be done at the time of transaction via a billing agreement. A Billing agreement will be setup prior to any online transactions. Fees will be transferred from the Customer’s PayPal account into the Stack Sports PayPal account.
- BEANSTREAM INTERNET COMMERCE INC.
Customer agrees that fees for processing will be transferred electronically by Beanstream to Stack Sports on or about the 15th day of the month for the transactions for the previous month.
This Software License Agreement was last updated 9-20-18
 Stack Sports owns or acquired the assets of Bonzi Technologies, Inc., Pointstreak Sports Technologies, Inc., Saucer Technologies Group, Ltd carrying on business as Goal Line Sports Administration Systems, SDI Camps & Races, LLC, CarmonTech.com, Inc. d/b/a League Lineup, RaceWire, LLC, CaptainU, LLC, Prime Time Sports, LLC, Bigfoot Hoops, LLC., Stack Media, Inc., Global Apptitude, LLC, Ourisman Online Commerce Corp. d/b/a GroupNet Solutions, Student Sports, LLC, Krossover Intelligence, Inc., ECamps, Inc., Lacrosse Holdings LLC, Skyhawks Sports Academy LLC, Skyhawks Franchise Group LLC, Skyhawks Tennis Academy LLC, SportsTG Pty Limited, ActivityTree, LLC and Real Time Online Pty Limited (“Stack Sports Entities”). As such, Stack Sports owns multiple trademarks and intellectual property assets surrounding the sports and events administration management (“Stack Sports IP Assets”).