TERMS OF SERVICE

IN-STORE PROGRAMS AGREEMENT

THIS AGREEMENT (“Agreement”) is made by and between Star City Comics & Games, Inc. (“SCG”) having an address of 5728 Williamson Road, N.W., Roanoke, Virginia 24012 and the person or entity contracting hereunder with SCG more particularly identified as ________________________________ (the “Company”) and having an address more particularly identified as ___________________________ (the “Premises”) states as follows:

WITNESSETH:

WHEREAS SCG is in the business of hosting tournaments and events related to Magic: The Gathering (the “Events”);

WHEREAS the Company desires, and SCG is willing, to contract with SCG to host an Event at the Premises (as defined herein) and for SCG to provide certain services and products to the Company in connection therewith; and

WHEREAS the parties to this Agreement desire to provide a full statement of their respective covenants, agreements and responsibilities in connection with the foregoing.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. ENGAGEMENT:

1.1          Subject to the terms, covenants and conditions herein, the Company hereby contracts with SCG to obtain certain products and services from SCG in order for the Company to host an Event at the Premises, including purchasing an SCG Event Kit.

1.2         At all times during the Company’s performance of duties and responsibilities pursuant to this Agreement, the Company shall be an independent contractor with respect to SCG. SCG shall have no responsibility for withholding taxes for or for providing insurance or employee benefits to the Company or its agents. The Company acknowledges that SCG is only providing those certain products and services which assist the Company in hosting an Event at the Premises. To that end, the Company acknowledges that SCG has no control over the operation of the Event hosted at the Premises or the Company’s hours of operation, personnel, marketing, or other matters related to the Company’s business generally or specific to the Event. The Company will be solely and entirely responsible for its acts and for the acts of its agents or employees with regard to the Event and SCG’s Premises.

1.3         Company represents and warrants to SCG that it is qualified, skilled, and competent to host the Event and perform all services related thereto.  Company further represents and warrants that it (a) has the full power and authority to enter into and perform under this Agreement and (b) the Company will not infringe the Rights (as defined herein) or any third party’s rights in its performance of this Agreement or in hosting the Event.

  1. TERMS OF SERVICE:

The terms of this Agreement are subject to those certain additional terms of service set forth on Exhibit A (the “Terms”) attached hereto and made a part hereof.

  1. COMPENSATION:

The Company will pay SCG an event fee in consideration of SCG’s provision of the products and services to the Company, including those which may be more particularly set forth in the Terms. All payments shall be made as and when due in accordance with the Terms.

  1. DEFAULT; TERMINATION:

If the Company fails to perform or defaults in the performance of this Agreement or the Terms or breaches any of their respective provisions, SCG at its option may immediately terminate this Agreement by giving written notification to the Company.

  1. INDEMNIFICATION:

The Company agrees to forever indemnify, defend and hold harmless SCG, its successors and assigns, directors, officers, employees, and agents, from and against any and all claims, proceedings, liabilities, actions, suits, demands, losses, costs, damages, or expenses (including reasonable legal fees and expenses) directly or indirectly arising out of or relating to (i) any default or breach or alleged default or breach of any of the Company’s warranties, representations or agreements made in this Agreement or the Terms or (ii) the Event held at the Premises or (iii) the Company’s acts or omissions. This Section 5 shall survive the termination of this Agreement.  This Section 5 shall survive the termination of this Agreement.

  1. LIMITATION OF LIABILITY; WARRANTY DISCLAIMER:

6.1          In no event shall SCG be liable to the Company for any special, punitive, indirect, incidental or consequential losses or damages, including without limitation lost profits, even if SCG shall have been advised of the potential for such loss or damage, arising out of the services provided under this agreement. In no event will SCG’s total aggregate liability exceed the total amount paid by the Company to SCG under this agreement.

6.2          The products and services provided by SCG are provided “as is” and “with all faults,” without any warranties of any kind whatsoever, express or implied. To the maximum extent permitted by applicable law, SCG hereby disclaims, and the Company hereby waives, any and all warranties, express, implied or statutory, including any warranty of merchantability, fitness for any particular purpose, title, infringement, or any warranty arising from a course of dealing.

6.3          This Section 6 shall survive the termination of this Agreement.

  1. INTELLECTUAL PROPERTY OWNERSHIP:

7.1          The Company acknowledges and agrees that SCG shall retain all title, interest, and rights, including all trademarks, copyrights, and other intellectual property rights, to all SCG-branded materials provided to the Company in connection with the Event hosted by the Company at the Premises (the “Rights”).

7.2          Subject to the Company’s compliance with all terms and conditions of this Agreement and the Terms, SCG hereby grants the Company a limited, non-exclusive, non-transferable, non-sublicensable license to use the Rights solely in connection with the Event hosted at the Premises. Such license shall automatically terminate upon the first to occur of (a) the termination of this Agreement by any party for any reason or (b) the conclusion of the Event at the Premises.

7.3          With regard to the Rights, Company shall:  (i) at all times be in strict compliance with the terms hereof and the policies, instructions and guidelines of SCG, as may be amended from time to time to the extent necessary to preserve SCG’s rights in the Rights; (ii) comply with all applicable federal, state and local laws and regulations; and (iii) comply with such other quality control guidelines or standards as SCG may communicate to Company from time to time.

7.4          Company shall provide to SCG for SCG’s prior review and approval specimens and/or other exemplars of any proposed use of the Rights, including (but not limited to) advertising and related promotional materials in any and all media (collectively, “Specimens”), no less than five business (5) days prior to the planned public distribution, display, publication or release of same.  If SCG does not provide Company with objections within five (5) business days after SCG’s receipt of Specimens of any proposed use of the Rights, such use shall be deemed approved.

7.5          Each party acknowledges that the Rights have valuable meaning and goodwill with the public. Accordingly, Company undertakes and agrees not to use the Rights in any manner whatsoever which, directly or indirectly, would derogate or detract from SCG’s reputation with regard to the Rights or otherwise.

  1. MISCELLANEOUS:

8.1          The Company shall not, directly or indirectly, assign or otherwise transfer this Agreement, or any interest herein or obligation hereunder, without the prior written consent of SCG.

8.2          This Agreement and the Terms contain the entire and final agreement among the parties hereto with respect to the subject matter herein, and supersedes all prior agreements, whether written or oral, with respect thereto. No provision hereof may be modified, amended or waived in any manner whatsoever other than by a supplemental writing signed by the parties hereto or their respective successors in interest. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, and personal representatives.

8.3          If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or by degree will remain in full force and effect to the extent not held invalid or unenforceable.

8.4          The parties agree that this Agreement and the rights and obligations hereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia regardless of any principles of conflicts of laws or choice of laws of any jurisdiction. The parties further agree that any dispute or action concerning this Agreement shall be determined exclusively in the state or federal courts servicing the City of Roanoke, Virginia and the parties irrevocably submit to the jurisdiction of such courts.

8.5          No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any act other than as specifically set forth in the waiver.

8.6          SCG shall not be liable for any breach of this Agreement or delay in performance resulting from a labor dispute, fire, earthquake, flood, civil commotion, war, riot, act of God, casualty, accident, or other cause beyond the reasonable control of or occurring without the fault of SCG.

8.7          Any notice, instruction, or communication required or permitted to be given under this Agreement to any party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States Mail by certified or express mail, return receipt requested, postage prepaid, addressed to the office of such party set forth in this Agreement or to such other address as such party may request by written notice.

8.8          The individuals executing this Agreement on behalf of each of the parties have the requisite authority to do so and their execution of this Agreement is not subject to any further ratification or approval.

8.9          This Agreement may be executed by facsimile or other electronic transmission and in several counterparts.

8.10        This Section 8 shall survive the termination of this Agreement.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed in its name and on its behalf by a duly authorized officer all effective as of the date first above written.

SCG:                                                                      STAR CITY COMICS & GAMES, INC.

By:  _______________________________________

Name: _____________________________________

Title:   _____________________________________

COMPANY:                                                         __________________________________________

By:  _______________________________________

Name: _____________________________________

Title:   _____________________________________

EXHIBIT A

TERMS OF SERVICE

Entry Fees

  • There are no restrictions for Open Trial entry fees.
  • Entry fees for Invitational Qualifier Events may not exceed 35 USD.
  • Entry fee restrictions for Special Events will be included in the solicitation.

Formats

  • Open Trial Events have no format restrictions.
  • Invitational Qualifier Events may only be Standard or Modern formats.
  • Format restrictions for Special Events will be included in the solicitation.

Prizes

  • The Company is wholly responsible for the payment of the minimum prize payout for the Event at the Premises on the day of the Event.
  • The Company may not substitute alternate prizes for cash.
  • If the Company has any legal restrictions on paying cash prizes, the Company may request an alternate cash-equivalent payout via email (isp@starcitygames.com) no later than 30 days prior to the Event.
    • All alternate payouts must be approved, in writing, by SCG before advertising for the Event begins.
  • Invitational Qualifier Top 8 playmats and deck boxes are to be given to the Top 8 competitors.
  • Prize requirements for Special Events will be included in the solicitation.
  • Any additional promotional materials must be distributed to players in the Event at the Company’s discretion.
  • For Open Trials, the way that the Free Entry voucher will be distributed must be included in any advertising for the event and must be announced at the beginning of the event.

Rules Enforcement Level

  • Open Trial Events may be run at Regular or Competitive Rules Enforcement Level.
  • Invitational Qualifier Events must be run at Competitive Rules Enforcement Level.
  • Rules Enforcement Level for Special Events will be included in the Solicitation.

Event Staff

  • The Company is responsible for contracting appropriate staff to support the Event.
  • If assistance is needed to find suitable staff, the Company must contact SCG upon the approval of their Event.
  • It is the Company’s sole responsibility to staff the Event, regardless of requesting assistance.
  • For Special Events, SCG may require approval for staff selection. Any restrictions will be detailed in the Event solicitation.

Post Event Reporting

  • For Open Trials, all post Event reporting is optional.
  • For Invitational Qualifiers, the Company must upload the WER file and submit the Top 8 deck lists no later than the Thursday following the Event. Events not reported within seven [7] days are delinquent.
  • Reporting expectations for Special Events will be included in the solicitation.
  • If the Company has a delinquent Event, Event Kits for future Events will be held until the Company has reported all Events.
  • If the Company has a delinquent Event from more than ten [10] days ago, all scheduling requests from the Company will be held until the Company has reported all Events.
  • If the Company has a delinquent Event from more than fourteen [14] days ago, all future Events for the Company will be cancelled.

Scheduling

  • Event requests which conflict with an existing Event will be declined.
    • Conflicts are determined by SCG using the requested date and location.
    • SCG will attempt to provide the Company with alternate dates without conflicts.
  • Event requests for Invitational Qualifiers made less than six weeks in advance of the requested date will be declined.
  • Event request for an Open Trial is made less than four weeks in advance of the requested date will be declined.
  • For each Premises, the Company may schedule:
    • One [1] Invitational Qualifier Event per month
    • One [1] Open Trial Event per week
  • SCG reserves the right to offer additional Events to the Company at its sole discretion.
  • Special Events are solicited directly to organizers via the email on file in SCG Organizer Tools.
  • If the Company does not respond to correspondence regarding Event scheduling within three [3] business days, the request will be declined.

Payment

  • All payments must be made via SCG Organizer Tools Checkout.
  • Payment for Invitational Qualifier and Open Trial Events must be submitted no later than thirty [30] days after the Event is approved or four [4] weeks before the Event date, whichever comes first (Payment Due Date).
  • Payment terms for Special Events will be included in the solicitation.
  • No more than one coupon or promotional discount may be redeemed per Event.
  • If payment is not received by the Payment Due Date, including the use of coupon codes or other promotions, the Event request will be canceled.

Cancellation & Refunds

  • Refund requests made within seven [7] days of the date of payment will receive a full refund of their payment.
  • Refunds requested eight [8] or more days after the date of payment will receive a credit issued to the Company’s account equal to their payment. This credit may be used to pay for future Events or promotional materials.
  • If an Event Kit has been shipped for the Event, any refund will be held until the kit is returned to SCG.

Compliance

  • The Event must be run according to the current Magic Rules and Documents including:
  • Noncompliance with the Terms of Service may result in the suspension or removal of the Company’s organizer status in SCG Organizer Tools at SCG’s sole discretion.
  • It is acceptable to combine Star City Games In-Store Programs Events with official Wizards of the Coast events – Players Tour Qualifiers, Wizards Play Network Qualifiers, etc.
  • Star City Games In-Store Programs Events may not be combined with events sponsored by other third-party organizers without specific, written permission from SCG. This includes sponsored prize packages.