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Continue shopping“School”). SKORDLE and School may be referred to in this Agreement separately as a “Party” or collectively as the “Parties”.
WHEREAS, SKORDLE is a provider of online and live streaming services, including providing equipment, software, technical setup, training, streaming credits, and a streaming platform; and
WHEREAS, School wishes to engage SKORDLE for its streaming services and to obtain funds from individuals and organizations in exchange for advertising on the SKORDLE streaming platform;
NOW, THEREFORE, in consideration of the promises and mutual agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
- STREAMING SERVICES. School hereby engages SKORDLE to provide online streaming services of School activities, events, or contests (“Events”) on a non-exclusive basis (the “Services”). Details of services provided by SKORDLE are detailed in Exhibit A.
- EQUIPMENT. School may elect to purchase from SKORDLE various technical equipment for use in recording or live streaming School events (the “Equipment”). Details of equipment purchased from SKORDLE are detailed in Exhibit A.
- CONTENT DEVELOPMENT. All audio-visual tapings/recordings of School Events shall be provided to SKORDLE for live upload to SKORDLE’s streaming platform. SKORDLE may include advertising and other modifications for purposes of enhancing the live stream (collectively the “Content”). The live stream Content will be made available through a website dedicated to School activities.
- ADVERTISING. School and SKORDLE may procure advertisements for display as part of the Content. School and SKORDLE will procure advertisements in accordance with the schedule of Services as identified in Exhibit A.
- SCHOOL OBLIGATIONS. In addition to any other duties, obligations, or responsibilities described in this Agreement, during the Term, School shall:
4.1 Payment for Services. School shall make payment for Services, including for Equipment and advertisements as applicable, as specified in Exhibit A.
4.2 Advertisement Approval. School shall submit to SKORDLE for approval any advertisement and messaging designs for advertisements from advertisers obtained by School. Approval by SKORDLE shall be at SKORDLE’s exclusive discretion in order to comply with Oklahoma law and to maintain consistency and integrity of SKORDLE’s brands and platforms.
4.3 Notification to Advertisers. School shall inform potential advertisers of the tax implications of their donations to the extent, if any, the School is required to do so by state or federal law
4.4 Agreement Not to Solicit Advertisers. School shall not solicit or accept donations or advertisements for anywhere within the SKORDLE platforms, directly or indirectly, from pre-existing SKORDLE customers whose advertising currently appears or has been contracted to be displayed in the SKORDLE platforms, other SKORDLE live stream markets outside of School’s direct market, or any SKORDLE marketing channels within the past two (2) years prior to the Effective Date.
- SKORDLE OBLIGATIONS. In addition to any other duties, obligations or responsibilities described in this Agreement, during the Term, School shall:
5.1 Payment for Advertisements. SKORDLE shall make payment to School for a portion of advertisements obtained by SKORDLE, if applicable, as specified in Exhibit A.
5.2 Advertisement Approval. SKORDLE shall submit to School for approval, such approval not to be unreasonably withheld, any advertisement or messaging design sold by SKORDLE and designated to display within School’s live stream advertising inventory.
5.3 SKORDLE shall not permit or include the promotion of any alcohol, tobacco, firearms, or other advertising which it deems illegal or inappropriate for a youth audience.
- TERM, TERMINATION; EFFECTS OF TERMINATION. This Agreement may be terminated, without giving rise to a breach of the Agreement solely from such termination, upon the occurrence of a following event:
6.1 Term. The term of this Agreement shall commence as of the date of this Agreement and terminate effective twelve (12) months thereafter, unless sooner terminated in accordance with the terms described this Agreement (the “Term”).
6.2 Automatic Renewal. The Term will automatically renew for an additional twelve (12) months. An automatic renewal notice will be sent to School no later than 60 days prior to the annual renewal date. School may opt-out of automatic renewal by providing written notice to SKORDLE at least 30 days prior to the end of the then current Term.
6.3 Termination Upon Written Notice. School may terminate this Agreement for any or no reason upon thirty (30) days written notice to SKORDLE, which termination shall become effective on the date contained in such notice (“Termination Date”). Such termination shall require School to pay a $250 program termination fee. No other fees or payments shall be payable or due by either Party after the Termination Date.
6.4 Effects of Termination. Upon Termination for any reason, School shall have no further access to any Content except with express written permission from SKORDLE.
- CONFIDENTIAL INFORMATION. Each party to this Agreement agrees to keep in confidence and not to disclose or use for its own benefit or for the benefit of any third party (except as may be required for the performance of services under this letter or as may be required by law) any information, documents or materials which are identified by a party, at the time that they are made available, to be proprietary or confidential, provided, however, that such obligation of confidentiality shall not extend to any information, documents or materials that become publicly available without breach of this covenant and provided further that such obligations shall expire after twelve (12) months after the effective date of termination of this Agreement.
- OWNERSHIP OF CONTENT.
8.1 Trademarks. Company’s trademarks include SKORDLE (US TM 5,862,641) and the SKORDLE App Icon (US TM 5,872,452), and may include other marks as identified by Company from time to time (“SKORDLE’s Marks”). SKORDLE may use and display SKORDLE’s Marks in live streaming Content and on the SKORDLE platforms.
8.2 Content Ownership. The Parties recognize and agree that, subject to any third-party rights for licensed materials incorporated therein, all Content, including but not limited to photography, brochures, manuals, film, signage, websites, apps, and other materials generated by, for, or on behalf of SKORDLE in the performance of this Agreement shall be deemed “work made for hire” and shall be exclusively owned by SKORDLE. To the extent any Content produced for or on behalf of SKORDLE in conjunction with this Agreement is deemed not to be a “work made for hire”, then by operation of this Agreement School hereby assigns any and all rights in and to such Content to SKORDLE. School agrees to execute any documents at SKORDLE’s request to properly effect the assignment. “Content” shall not include photography, film, signage, websites, apps, or other materials produced by the school and not exclusively for SKORDLE. Furthermore, “Content” does not include the actual streamed video or images of School activities, facilities, or likenesses of its faculty, students, or fans. Even though School may purchase equipment to produce streaming content, and stream said videos or images through SKORDLE’s platform, School retains ownership of the Content streamed through SKORDLE.
8.3 Limited License. In order to obtain advertising services as provided herein and to identify the existence of the relationship of the Parties to this Agreement, SKORDLE provides to School, and School likewise provides to SKORDLE, a limited license to to display the other party’s Mark on each party’s own website and social media in strict accordance with both parties’ standards of quality. At either party’s request, the other party agrees to provide to the requesting party examples of the other party’s use of the requesting party’s Marks. Either party may revoke this License and terminate this Agreement if the either party determines, at that party’s sole discretion, that the other party’s use of It’s Marks does not meet that party’s standards of quality.
8.4 Third Party Rights. Except with respect to any name, likeness, photograph, trademarks, copyrighted material, artwork or any other property provided to SKORDLE by School, or where School undertakes to be responsible for the same, SKORDLE shall obtain all necessary releases, licenses, consents, permits and other authorizations to use
names, likenesses, photographs, copyrighted materials, artwork or any other property or rights belonging to any person or entity for use by School pursuant to this Agreement or, unless otherwise stated within a new agreement signed by the Parties, and shall, upon reasonable request by School, provide copies of such documentation to School.
8.5 New Marks. When SKORDLE creates, develops or otherwise provides trademarks to School in the form of taglines, slogans, logos, designs or product/brand names (collectively “New Marks”) for School’s use in connection with Content created by SKORDLE, we may perform preliminary trademark for such New Marks. SKORDLE’s review of any such searches is intended only to provide preliminary guidance on proposed New Marks for School’s consideration, not as legal clearance of any New Marks. School shall be given the opportunity to review such search reports or to conduct its own review and shall be responsible for the ultimate clearance and use of any New Marks. If School approves the use of New Marks, SKORDLE shall have no indemnification obligation or other liability with respect to their use with regard to their selection as trademarks.
8.6 No Release Permitted. School shall not release Content, or any portion thereof, to any third-party without the express written consent of SKORDLE. If a third party desires access to the Content, or School wishes to release the Content to a third party, then School shall provide to the third party the SKORDLE Streaming Content Release Request attached as Exhibit B hereto. No release of Content shall be permitted without authorization by SKORDLE in accordance with said release.
- EMPLOYEE PROTECTION. SKORDLE’s employees and contractors are most valued assets. In the event School seeks to hire an employee or contractor of SKORDLE, School agrees that it shall be required to pay SKORDLE a recruitment fee for each such employee. The recruitment fee shall be 30 percent of the employee’s current total annual compensation, which the parties agree is a reasonable estimate of actual damages in lost revenues, recruiting fees and productivity costs associated with finding a replacement. The recruitment fee will apply during the term in which SKORDLE provides services to School hereunder and for a period of twelve (12) months after termination of this agreement.
- INDEPENDENT CONTRACTOR. SKORDLE and School understand that SKORDLE is an independent contractor under this Agreement and the services provided hereunder are not exclusive to the School. Additionally, SKORDLE will perform its services in a commercially reasonable manner, but no specific result or impact on the School’s business is guaranteed. SKORDLE may engage third-party subcontractors and will oversee all work completed by subcontractors. School agrees not to work directly with any subcontractor or third
party organization that School was made aware of during the Term of this Agreement for a period of twelve (12) months after the termination of this Agreement.
11. NOTICES. Any notice or communication required or permitted to be given by this Agreement must be (i) given in writing, and (ii) be personally delivered or mailed by prepaid mail or overnight courier, or by facsimile or electronic transmission delivered or transmitted to the party to whom such notice or communication is directed, to the address of such party as follows:
To SKORDLE: SKORDLE Advertising, LLC Attn: Eric Weisgarber
1000 W. Wilshire Blvd, Ste 310
Oklahoma City, Oklahoma 73116
Email: Eric@SKORDLE.com
To School:
(School Name)
(School Address)
Email:
(School Email)
Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) on the day such notice or communication is faxed or sent electronically and the sender has received a confirmation of such fax or email. A Party may, for purposes of this Agreement, change its address, fax number, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Agreement.
- INDEMNIFICATION.
12.1 School Indemnification. SKORDLE cannot undertake to verify all the materials or facts supplied or provided by School. Because of this, School agrees to indemnify, defend and hold harmless SKORDLE and its employees, officers, directors, shareholders and agents from and against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, incurred as the result of any claim, suit or proceeding brought or threatened arising out of (i) the nature or use of School’s materials, products or services; or (ii) any assertions SKORDLE may make on School’s behalf, including assertions about School, School’s materials, products or services or about School’s competitors and any of their products or services, in any Content prepared by SKORDLE, if the assertions are based on information, representations, reports, data or releases supplied to SKORDLE by or through School, or which School approves; or (iii) risks or restrictions which SKORDLE brings to School’s attention where School elects to proceed; or (iv) infringement or claims of infringement arising out of SKORDLE’s adherence to School’s instructions (excluding claims covered under our indemnity below).
12.2 SKORDLE Indemnification. SKORDLE will indemnify, defend and hold harmless School and its employees, officers, directors, shareholders and agents against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, incurred as the result of any claim, suit or proceeding brought or threatened against School based upon or arising out of any Content (as defined below) furnished by SKORDLE to School and used by School without alteration pertaining to libel, slander, defamation, copyright infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied by or through School, or to the extent such costs/claims are covered by School’s insurance coverage.
12.3 Assistance. In the event we are called upon to respond to or assist you in
connection with litigation commenced or threatened against you by third parties (for example, in complying with a document subpoena), we will be entitled to staff time charges and reimbursement of out-of-pocket expenses for services rendered to you, or time spent by us in connection with such matters.
12.4 Release of Content. To the extent the Content, or any portion thereof, is in accordance with this Agreement released to the press, post office, digital platform, or to another third party, its use is no longer under SKORDLE’s control. SKORDLE therefore cannot assure the use of materials by any media, nor that any information published will accurately convey the information provided by SKORDLE.
12.5 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
12.6 Limitation of Liability. SKORDLE’s total aggregate liability for any claim of any kind arising as a result of or related to this Agreement, whether based in contract, warranty or any other legal or equitable grounds, shall be limited to the amounts received by SKORDLE from School for the particular work(s) which form(s) the basis of such claim. School waives all rights against SKORDLE for any damages to the extent covered by insurance maintained by the School.
- Dispute Resolution. In the event of a dispute between SKORDLE and School arising from this Agreement, then the dispute will be settled or resolved by confidential arbitration in Oklahoma City, Oklahoma. The parties will mutually determine who the arbitrator will be from a list of arbitrators obtained from the AAA office located in Oklahoma City, Oklahoma. If the parties are unable to agree on the arbitrator, the arbitrator will be selected by AAA. In rendering an award, the arbitrator will not have authority to award damages in excess or other than the types allowed in this Agreement. The arbitrator’s award shall be final, binding and conclusive upon the parties, and the judgment rendered thereon may be entered in any court having jurisdiction thereof.
- General Provisions.
14.1 Governing Law. This Agreement shall be governed by the Laws of the State of Oklahoma.
14.2 Severability. Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.
14.3 Entire Agreement, Amendments and Modifications. This Agreement constitutes the entire agreement between the parties and may only be modified in writing, signed by the Parties.
14.4 Binding Affect and Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, legal representatives, successors and permitted assigns. School shall not assign any of its rights, or delegate any of its duties, obligations or responsibilities, under this Agreement without the prior written consent of the SKORDLE, which consent may be withheld, conditioned or delayed at the SKORDLE’s sole discretion.
14.5 Waiver. No failure on the part of a Party to exercise, and no delay in exercising, any right, power or remedy created hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by a Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by a Party to any breach of, or default in, any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement effective as of the day and year first above written.
“SKORDLE” SKORDLE Advertising, LLC
an Oklahoma limited liability company
By:
Name: Eric Weisgarber
Title: CEO
By:
(School Name)
(School Contact)
EXHIBIT A
SERVICES, EQUIPMENT AND ADVERTISING
SKORDLE Live Streaming Package:
Customer Sports Website, Back-End SKORDLE Platform for live-streaming up to _____________ events throughout the 2020-2021 calendar year(s). Additional events are expensed to the School at ____________ per event upon exceeding ________ events over the next twelve (12) months. Your streaming events are estimated to average 90 minutes in length of time. This agreement establishes that your total minutes uses over the next twelve (12) months will not exceed ______________ minutes. Should your School exceed the number of events or the number of minutes purchased here, then you will be required to order additional events and time. Any events or minutes purchased in this agreement that have not been used during the (12) month period of this agreement will not rollover to the next agreement. The School must use all events and/or time purchased within 12 months of this signed agreement date or the School will lose access to those remaining events or minutes.
STREAMING PACKAGE COST: $______________
Payment due upon execution of SKORDLE STREAMING AGREEMENT
Additional Events: School may obtain Streaming Services for additional events at a cost of $______ per event. SKORDLE will bill School for additional events on a monthly basis.
Payment due upon receipt
School Streaming Equipment Package:
- Camera & Computer Set: Includes Camera, Tripod, Video Capture Device, Gaming Laptop, and 2 Headsets.
- Training & IT Support: Video Instruction and Support. Individual or Group Training with 1x Trial Run Event. (Available in-person or remotely)
- Purchased Equipment Setup (DIY Equipment Setup Available)
- Program Ad-Ons (Available upon RFQ to: Adam@SKORDLE.com)
EQUIPMENT PACKAGE COST: $______________
Payment due upon execution of SKORDLE STREAMING AGREEMENT
SKORDLE DONATION TO SCHOOL OPTIONS DEFINED
SKORDLE ONLY PAYS THE PERCENTAGE THE PERCENTAGE ADVERTISED A NET AMOUNT. SKORDLE’s Net revenue is calculated by SKORDLE’s standard estimating system and is the sole party in this agreement that may determine the net amount. The School may request one annual review of all estimates related to their advertisers as a method of transparency.
The School Gets A Percentage Of SKORDLE's NET Sale Amount Paid Back To Them Base On The Qualifications Defined Below. The Payment Is A Donation From SKORDLE , References Each Advertiser's Contribution Amount And Donation Percentage, And Is Available For Audit By The School One-Time Per Year. Donations Are Paid To Schools Once Per Quarter.
Advertising and Fundraising Options:
Note: Advertising Inventory Includes A Maximum Ad Volume of Available Spots for Sale In Each of the Three (3) Advertising Locations:
- 30 banner ads on the School website
- 30 different, 30 second-spot commercials displayed during live streaming commercial breaks
- 30 fly-in logo & tagline ads in the bottom right corner of game time streaming events
Three (3) School Fundraising Percentage Opportunities:
(Only Streaming Ad Dollars Apply | APP Advertising Dollars Are Not Available For Donation)
∙ School or School Employee Sells Advertising (75/25 split): 75% of collected ad dollars by the School is retained by the School and 25% of the School’s collected ad dollars (or of SKORDLE accepted rate, whichever is less) is paid to SKORDLE on 30-day terms. o 75/25 = School Gets 75% of Net Sale
∙ Qualifying Defined: A School may sign up on their agreement stating that they intended to be a "75/25 = School Gets 75% of Net Sale", but this
does not guarantee that the school will be paid 75% of the net ad dollars of any given Advertiser's Ad Spend toward streaming on their School Ad Inventory. Paying the School 75% of Net changes to paying the School
50% of Net whenever SKORDLE becomes responsible for creating the
Ads, collecting the payment(s), or other clearly determined Strategic
Account Management responsibilities. This determination is solely up to SKORDLE as to whether or not any given School's Advertiser qualifies to
receive 75% of Net.
∙ School or School Employee Sells Advertising (50/50 split): School provides full contact information of prospective Advertiser(s) to SKORDLE to apply. A SKORDLE representative will attempt to contact and present advertising options to the
School’s provided prospect(s) and pay 50% of collected ad dollars sold to the School within 30 days of funds deposited. See last page for signup sheet information. ○ 50/50 = School Gets 50% of Net Sale
■ Qualifying Defined: The Advertiser's original order must have been submitted to SKORDLE through the "Advertiser's 50/50 Order Form". There is an Order Button on each School's LiveStream Website that SKORDLE provided them (www.SchoolName.TV). That Order Button has an imbedded Bitly link so we may track the sender's IP Address. The Order Button takes the Advertiser to our "Advertiser's 50/50
Google Form". When they fill out the form and submit it, then the
Advertiser is sent a copy of their order to the email address they
provided within the Order Form. SKORDLE's Team is both emailed the completed Order Form and the answers the Advertiser submitted are also in a SKORDLE Shared Google Sheet. Processing the order is
conducted by a Sychar SAM.
○ Advertising Design Services
■ School may direct their advertising customers to have their banner ads designed by SKORDLE, or one of SKORDLE’s partner businesses. SKORDLE will reach an agreement and invoice the advertising
customer directly for such design efforts.
∙ SKORDLE Sells Statewide, Regional, and Single Market Advertisers (25/75 split. Opt-Out Available Upon Request.): SKORDLE sells live stream Advertising to individuals and organizations agreeing to purchase a packaged, statewide, regional, or individual market area (1 school = 1 market) containing available ad inventory. When Advertising is sold into School’s live stream inventory, then SKORDLE pays School 25% of collected ad dollars sold into the School’s inventory within 30 days of funds deposited.
○ 25/75 = School Gets 25% of Net Sale
■ Qualifying Defined: The Advertiser's Ad Spend Is Only For The Portion They Spent On Streaming Ads. The Advertiser DID NOT introduce
themselves to us through the "Advertiser's 50/50 Order Form" That Is Located On The Streaming School's "SchoolName.TV" website. The School DID NOT perform the full sales responsibilities as defined in the "Qualifying Defined" statements in the "75/25 = School Gets 75% of Net Sale" below.
○ Advertising Design Services
■ School may direct their advertising customers to have their banner ads designed by SKORDLE, or one of SKORDLE’s partner businesses. SKORDLE will reach an agreement and invoice the advertising
customer directly for such design efforts.
Signing this agreement binds both parties to the terms and conditions stated herein:
“SKORDLE” SKORDLE Advertising, LLC an Oklahoma limited liability company
(Date)
By:
Name: Eric Weisgarber
Title: CEO
(School Name)
(School Contact Name)
EXHIBIT B
SKORDLE STREAMING CONTENT RELEASE REQUEST
This Release Request is being made by ________________________ (“Third Party”) pursuant to the SKORDLE STREAMING AGREEMENT (the “School’s Agreement”) dated _________ between ________________________ (“School”) and SKORDLE Advertising, LLC (“SKORDLE”).
Pursuant to the School’s Agreement, School engaged SKORDLE to purchase certain equipment from SKORDLE and to provide live streaming of various School events (the “Content”). Further, pursuant to Section 8 of the Agreement SKORDLE retained ownership of and all rights to all Content created by virtue of the streaming services provided. Further, pursuant to the Agreement School obtained a Limited License to use the streamed Content for limited purposes.
Now, Third Party wishes to request permission to have access to SKORDLE’s Content for Third Party’s limited use as follows.
Event Name: ______________________________________________
Expected Duration of use of the Content: ____________________________
Expected audience size: _________________________________________________ Will SKORDLE’s Content be repurposed with intent of generating revenue? _______ If yes, how much revenue will be generated? ___________________
If yes, who will the revenue be generated for? ____________________
SKORDLE Intellectual Property: Third Party hereby agrees and recognizes that all intellectual property in the Content is owned by, or licensed by, SKORDLE. Third Party shall have no right to use any intellectual property, including any trademarks or copyrighted material, outside of use of the Content as specified herein unless otherwise permitted in a separate writing signed by SKORDLE.
Limited License: Third Party will receive only a limited license to use the Content in the manner specified herein (the “Limited License”) and no modifications or alterations to the Content shall be permitted. The Limited License herein granted shall be for the specific purposes as provided above.
Compensation for Use: If this Release Request is approved, fees may be negotiated by the Parties for the Limited License to use the Content as specified herein.
Authorization Required: The Limited License identified herein shall only be deemed granted if this Request is signed and authorized below by an officer of SKORDLE, such authorization to be granted solely at the discretion of SKORDLE.
________________________________ Date: ___________ “Third Party”:
__________________________ ____________________________ Signature Printed Name
***SKORDLE Authorization: _____________________________ Date: ___________
_________________________________ ________________________
Printed Name Title/Position