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:
WHEREAS SCG is in the business of hosting tournaments and events related to Magic: The Gathering (“Tournaments”);
WHEREAS the Company desires, and SCG is willing, to contract with SCG to host a Tournament 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:
1.1 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 a Tournament at the Premises, including purchasing SCG’s Tournament 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 a Tournament at the Premises. To that end, the Company acknowledges that SCG has no control over the operation of the Tournament 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 Tournament. The Company will be solely and entirely responsible for its acts and for the acts of its agents or employees with regard to the Tournament and SCG’s Premises.
1.3 Company represents and warrants to SCG that it is qualified, skilled, and competent to host the Tournament 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 Tournament.
- 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.
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.
- 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.
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 Tournament 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.
6 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.
7 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 Tournament 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 Tournament 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 Tournament 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.
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.
TERMS OF SERVICE
Scheduling & Conflicts
- If a Tournament request is made and there is another Tournament in the area that would also attract players the request will be declined and the organizer will be informed and provided with alternate dates.
- If the Company does not respond to correspondence regarding event scheduling within 3 business days, the request will be declined.
- Tournaments requested less than six weeks in advance may be declined.
- The Company may not schedule more than 1 IQ per location per month.
- The Company may schedule IQs with Standard or Modern formats. Legacy formats may be requested but will be scheduled at the discretion of SCG.
- The Company must submit payment no later than 30 days after the Tournament is approved or 3 weeks before the event date, whichever comes first.
- Game Night payment must be received by the 10th of the month prior to the Tournament.
- If payment is not received in the specified time frame, the Tournament request may be canceled.
- This includes Tournaments using coupon codes or other promotions.
- Special promotional tournaments will have payment terms defined by the tournament.
- No more than one Guarantee coupon may be redeemed per event.
Automated Recurring Billing (ARB)
- If the Company pays for Game Night or Game Night Plus with a credit card, they will automatically be enrolled in the ARB.
- If the Company does not wish to be enrolled in the ARB, they may opt out by contacting us at 540-685-4386 or by leaving a note in the order stating that they wish to opt out.
- The Company will be billed on the first of the month two months prior to the corresponding Game Night.
- For example, March Game Night events will be billed on January 1st.
- If the Company withdraws from Game Night prior to kit shipment, they will receive a refund upon receipt of the request.
- If the Company withdraws from Game Night once a kit has been shipped, a refund will be processed upon return of the kit to SCG
PayPal Automated Recurring Billing (PayPal ARB)
- Organizers may enroll in Paypal ARB via the ISP Homepage.
- PayPal Payments are applied to the first Game Night event that is not past the payment deadline.
- Organizers enrolled in the PayPal ARB may opt out via the Organizer’s own PayPal Portal.
- A step-by-step guide may be found here.
- Game Night Plus outside the United States and Canada will incorporate an $80 shipping charge so that the total charged per month will be $275.
- The Company may charge no more than $30 for any Invitational Qualifier Tournaments.
- There is no set entry fee for Game Night Events.
- Special promotional Tournaments will have entry fees defined by the promotion.
Cancelation & Refunds
- If the request is made within 7 days of the date that payment was received, the Company will receive a full refund.
- If the request is made after 7 days of the date that payment was received, the Company will have credit issued to it equal to their payment to be used on future Tournaments or promotional materials.
- If a request to cancel a Tournament is made within 30 days of the Tournament date, the Company will receive credit equal to the payment originally received to be used on future events or promotional materials.
- If a request to downgrade a Tournament is made within 30 days of the Tournament date, the Company will receive the difference in store credit and its ability to schedule future events will be reduced.
- If a request to reschedule a Tournament is made within 30 days of the Tournament date, the Company’s ability to schedule events will be reduced.
- Notwithstanding the foregoing, if a request to cancel has been made after the Tournament kit has shipped, the refund will be withheld until the kit is returned.
- WER file and Top 8 decklists must be uploaded in Organizer Tools no later than 7 days after the Tournament.
- Event kits will not be shipped to the Company if it has delinquent WER files.
- After 7 days, any scheduling requests will be rejected until the file is received.
- After 14 days, any unpaid Tournament the Company has scheduled will be canceled.
- After 30 days, all remaining Tournaments the Company has scheduled will be canceled.
- Game Night events do not require any post event reporting.
- The Company acknowledges that it is responsible for the payment of the minimum prize payout for the Tournament at the Premises.
- The Company agrees to pay this amount the day of the Tournament.
- The Company may not substitute any alternate prizes for cash.
- If the Company has any legal restrictions on paying cash prizes, it may request an alternate cash-equivalent payout.
- All payouts must be approved, in writing, by SCG before advertising for the Tournament begins.
- Extra Game Night tokens and pins are not to be sold (in store, online, or otherwise) until the end of their respective month.
- For example, extra February prizes may not be sold until March 1.
- Game Night playmats and sleeves may not be sold until the 1st of their month.
- For example, February playmats and sleeves may be sold February 1st.
- Invitational Qualifier Top 8 Playmats and Pins are to be given to the Top 8 competitors.
- Retired playmats are intended to be used as door prizes.
- Tokens are to be given away with registration for Invitational Qualifiers
- Items associated with IQ Plus are intended to be used as door prizes.
- The Company agrees to have the appropriate level of certified judge(s) on staff for the Tournament.
- If assistance is needed, the Company must contact SCG upon the approval of their event.
- It is still the Company’s sole responsibility to staff the Tournament, regardless of requesting assistance.
- Two Tournaments by the Company reported without the correct amount of Judges on staff will result in suspension of the Company’s organizer status for three months.
- The Tournament is subject to the Magic Tournament Rules and Infraction Penalty Guides.
- Company agrees to host the Tournament in compliance with all standards set forth by Wizards of the Coast in the Magic Tournament Rules found HERE
- Noncompliance with the Terms of Service will result in suspension of organizer status in Organizer Tools for no less than three months.
- A repeat offense will result in permanent removal from Organizer Tools.
- Invitational Qualifiers are required to be run at Competitive REL.
- Organizers and Judges may not participate in Tournaments in which they are the official Organizer or Judge according to the WER tournament file.
- Owners of the Company are not allowed to participate in Tournaments.
- Game Night may be run at Regular REL.
- Organizers and Judges may participate in Game Night events.
- Prerelease and Premier WOTC events may not be combined with third party tournaments, per the WOTC announcement found here.
- StarCityGames.com In-Store Programs events may be combined with events sponsored by Wizards of the Coast as long as it is in compliance with WPN regulations.
- StarCityGames.com In-Store Programs may not be combined with events sponsored by other third party organizers. This includes tournaments and sponsored prize packages.
- The Company must provide payment within 30 days of signing up for a Tournament as well as 6 weeks prior to the Tournament date to be eligible.
- Tournaments paid with coupon codes or redeemed with Organizer Points are not eligible.
- Tournaments held at a convention are not eligible.
- Tournaments held on Game Day or Release Week are not eligible for the SCG Guarantee.
- Tournaments held on, or within two days of, select holidays are not eligible for the SCG Guarantee.
- These holidays are: US Federal Holidays, Valentine’s Day, Easter, Mother’s Day, Father’s Day, Halloween, and St. Patrick’s Day.
- The Company may claim the Guarantee if the Tournament did not receive at least 45 players.
- Guarantee is good for a coupon which is redeemable a free Invitational Qualifier Coupons are valid for 90 days.
- Guarantee issuance is dependent upon WER file verification.
- The Company must issue the minimum prize payout at the Tournament to be eligible for the Guarantee.
- Guarantee will be voided if Post-Event Information is not submitted within 7 days of the Tournament.
- Points are awarded when WER file is uploaded post event for Tournaments which are Invitational Qualifiers and above.
- Points are awarded post event for Game Night Tournaments.
- Status tiers are locked in for the remainder of the current year and the entirety of the following year upon reaching the defined point total.
- Tier qualifying totals are reset at the start of each calendar year.
- Points may not be combined with other organizers.
- Points belong to the store, not the organizer.
- Available points not redeemed by December 31st, 2016 will be forfeited.