USA Prime Indiana 14u Midwest Spring

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USA PRIME 5U-18U

PLAYER PARTICIPATION AGREEMENT

            This Player Participation Agreement (the “Agreement”), dated as of _______________, 2023 (the “Effective Date”), is between USA Prime Baseball, LLC, a Texas limited liability Company (“USA Prime” or the “Company”), [INSERT NAME OF PLAYER] (“Player”), and [INSERT NAME OF PARENT OR GUARDIAN] (“Parent”).  USA Prime, Player, and Parent are referred to individually herein as a “Party” and collectively as the “Parties.” 

            WHEREAS, USA Prime desires for Player to participate in the USA Prime organization subject to the terms and conditions set forth herein; and

            WHEREAS, Player and Parent desire for Player to participate in the USA Prime organization subject to the terms and conditions set forth herein.

NOW,THEREFORE,inconsiderationofthemutualcovenantsandpromiseshereinaftercontainedandothergoodandvaluableconsideration,thereceiptandsufficiencyofwhichareherebyacknowledged, the Parties agree as follows:

1.               Term of Player Participation.         This Agreement governs Player’s participation in the USA Prime organization for the [Spring] of the [2023] season (the “Season”).  This Agreement automatically terminates at the end of the Season. 

2.               Player Registration.               Player and Parent acknowledge and agree that Player must be registered in the USA Prime organization directly through the Company, using the Company’s registration software or as otherwise directed by the Company in its sole and absolute discretion.  Player shall not register in the USA Prime organization indirectly through a Territory Director, Coach, any Territory Director or Coach representative or affiliate, or through any registration software other than the Company’s registration software.  Player will not be permitted to practice or play for a USA Prime team prior to registering with the USA Prime organization pursuant to the terms of this Section.  Player will be able to register and pay required fees as early as July 15 for the Spring/Summer season.  All questions regarding registration should be directed to the USA Prime corporate office via email at [email protected].

3.     Player Fees.   Player and Parent acknowledge and agree that all player fees, uniform fees, and all other sums related to Player’s registration and participation in the USA Prime organization shall be paid directly to the Company.  Player shall not pay any player fees, instruction fees, uniform fees, or any other sums related to Player’s registration and participation in the USA Prime organization to a Territory Director, Coach, any Territory Director or Coach representative or affiliate, or anyone other than the Company.  The Company may charge an ACH return and/or bounced check fee of $25 per occurrence.  Player will not be permitted to play in a game for a USA Prime team prior to paying all fees owed to the Company.  Further, Player will not be permitted to practice or play for a USA Prime team if Player becomes delinquent in the payment of any fees owed to the Company.  The fees for participation in the USA Prime organization will be paid via the USA Prime registration software. USA Prime permits players to pay for participation in the USA Prime organization in two ways: (i) a one-time payment in full; or (ii) making monthly payments (number of payments varies depending on time of registration and season).  With the goal of keeping expenses down, USA Prime has created a registration platform that accepts electronic check as primary payment instead of credit cards. Each parent has the option to pay by credit card instead of electronic check but a cost exists with this option, if parent chooses to incur this service fee cost to pay by credit card then an additional 4% service fee will apply. 

4.      Refund Policy:

There will be absolutely NO refunds of player fees after a player registers for a USA Prime team. However, if the player quits the team or is injured for the remainder of the season and the player’s roster spot is filled by another player early enough that the new player agrees to pay player fees for that season (at the head coach’s discretion), then a refund may be processed once the replacement player registers online and pays all required fees.  Uniform fees will not be refunded under any circumstance because they are ordered immediately after registration and made specifically for that player. 

5.               Player Uniforms.      Player and Parent acknowledge and agree that all player uniforms and related USA Prime gear must be ordered directly from the Company or a designated third-party online uniform store approved by the Company in its absolute and sole discretion.  Player and Parent acknowledge and agree that it is Player’s responsibility to order the uniform size he desires, and the Company shall not be responsible, nor shall Player be entitled to a refund, if the uniform ordered by Player does not fit as he desires.

6.               Required Participation.       Player and Parent acknowledge and agree that if Player is a youth player, he must play in the spring during each year that he is participating in the USA Prime organization, and if Player is a high school player, he must play in the summer during each year that he is participating in the USA Prime organization.

7.               Player Misconduct.   If a player conducts himself in an inappropriate manner that is detrimental to the USA Prime organization (as determined by the Company and head coach), including, but not limited to, by making racial slurs, fighting, or using drugs or alcohol, then such player may be removed from the team and from participation in the USA Prime organization.  Any player who is removed from a USA Prime team for engaging in misconduct shall not be entitled to a refund of any fees such player has paid to the Company. 

8.               Player and Parent Acknowledgments.

(a)             Player and Parent acknowledge that Player is not guaranteed playing time, nor is Player guaranteed playing time at a specific position.  The head coach makes all decisions regarding playing time and position based on player performance and team need.

(b)             Player and Parent acknowledge that a significant time commitment is required to compete at the high level of baseball in which the USA Prime organization competes.  USA Prime teams are tournament teams, and Player commits to work hard at practice, in games, and on Player’s own time to perform at the highest level.  Player also agrees to put forth the highest level of commitment and mental toughness to maximize team and player performance.  Parent agrees to support Player’s participation in the USA Prime organization and acknowledges the significant time commitment involved in practice and competition at this high level of competitive baseball.

(c)             Player and Parent acknowledge and agree that Player may play in a tournament for another USA Prime team during the Season if, and only if, there is no conflict with Player’s current team and Player’s current coach approves.

(d)             Player and Parent acknowledge and agree that Player’s participation in the USA Prime organization is contingent on Player and Parent signing not only this agreement, but all exhibits attached hereto.

9.               Modification. This is the entire, complete, and exclusive agreement between the Parties with regard to its subject matter, and this Agreement supersedes and replaces any prior agreement between the Parties, whether written or oral, related to its subject matter.  Player and Parent acknowledge and agree that, in making the decision to enter into this Agreement, they have not relied on any statements or representations by the Company or any of its agents or representatives, whether written or oral, that is not expressly stated in this Agreement.  This Agreement may only be modified or amended in a writing signed by all Parties.

10.            Governing Law and Dispute Resolution.   This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Texas.  In the event of any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement, the Parties shall attempt to resolve such dispute, claim, demand, or cause of action in mediation to be held exclusively in Dallas County, Texas, with each party bearing its own cost of mediation, prior to commencing any arbitration or other proceeding related to such dispute, claim, demand, or cause of action.  If the Parties are unable to resolve any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement in mediation, the Parties agree that they shall submit any such dispute, claim, demand, or cause of action to binding arbitration, to be conducted exclusively in Dallas County, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, with each party bearing its own cost of such arbitration.  For the avoidance of doubt, if there is any question as to whether any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement must be submitted to arbitration, such question must be resolved exclusively in arbitration.  Notwithstanding the foregoing, the Company may elect to seek injunctive or equitable relief in the Courts of Dallas County, Texas to enforce the terms of this Agreement.  The Company shall be entitled to recover from Player and Parent all attorneys’ fees and costs incurred by the Company in connection with Player’s or Parent’s breach of any provision of this Agreement or in connection with any other dispute, claim, demand, or cause of action with respect to which the Company is the prevailing party.

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INWITNESSWHEREOF,thePartieshavedulyexecutedthisAgreementasofthedatefirst written above.

COMPANY:

USA Prime Baseball,LLC, a Texas limited liability company

By: _________________________________

Name:_______________________________

Title:________________________________

PARENT: 

Parent/Guardian: _________________________________                                                   

Print Name: _____________________________________          

Date: __________________________________________          

PLAYER:

Player: ________________________________________      

Print Name: _____________________________________          

Date: __________________________________________          

             EXHIBIT B

PUBLICITY WAIVER AND RELEASE

            USA Prime Baseball, LLC, a Texas limited liability company, (the "Company"), desires to use and publicize the name, likeness, and other personal characteristics of ____________ (“Player”) for advertising, promotion, and other commercial and business purposes. In exchange for the value Player will gain by participating in the USA Prime organization, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Player and ________________, Player’s parent or legal guardian (“Parent”) give USA Prime permission for such use and publicity for such purposes, according to the terms and conditions set forth in this Publicity Waiver and Release ("Agreement").  The Company, Player, and Parent are referred to individually herein as a “Party” and collectively as the “Parties.”   

            Player and Parent represent and warrant to Company that they have full right, power, and authority to enter into this Agreement and grant the rights granted hereunder. Player and Parent further represent and warrant to Company that they will provide only true and correct statements and other information in connection with this Agreement, and the Authorized Persons' use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith. Player and Parent agree to defend, indemnify, and hold harmless the Authorized Persons from and against all Claims by third parties resulting from their breach or alleged breach of this Agreement or any of the foregoing representations and warranties.

            This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Player and Parent have not relied on any statement, representation, warranty, or agreement of Company or of any other person on Company's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Company may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to Player’s and Parent’s benefit and the benefit of Company and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

               All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.  In the event of any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement, the Parties shall attempt to resolve such dispute, claim, demand, or cause of action in mediation to be held exclusively in Dallas County, Texas, with each party bearing its own cost of mediation, prior to commencing any arbitration or other proceeding related to such dispute, claim, demand, or cause of action.  If the Parties are unable to resolve any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement in mediation, the Parties agree that they shall submit any such dispute, claim, demand, or cause of action to binding arbitration, to be conducted exclusively in Dallas County, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, with each party bearing its own cost of such arbitration.  For the avoidance of doubt, if there is any question as to whether any dispute, claim, demand, or cause of action arising out of or related in any way to this Agreement must be submitted to arbitration, such question must be resolved exclusively in arbitration.  Notwithstanding the foregoing, the Company may elect to seek injunctive or equitable relief in the Courts of Dallas County, Texas to enforce the terms of this Agreement.  The Company shall be entitled to recover all attorneys’ fees and costs incurred by the Company in connection the breach of any provision of this Agreement or in connection with any other dispute, claim, demand, or cause of action with respect to which the Company is the prevailing party. 

THIS AGREEMENT PROVIDES COMPANY WITH PLAYER’S AND PARENT’S CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING COMPANY TO PUBLICIZE PLAYER’S NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AS SET OUT ABOVE. BY SIGNING, PLAYER AND PARENT ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT THEY ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE COMPANY. 

PARENT: 

Parent/Guardian: _________________________________                                                   

Print Name: _____________________________________          

Date: __________________________________________          

PLAYER:

Player: ________________________________________      

Print Name: _____________________________________          

Date: __________________________________________          

EXHIBIT C

RELEASE AND WAIVER OF LIABILITY AND ASSUMPTION OF RISK

            _______________ (“Player”) desires to participate in baseball activities (whether singular or plural, hereinafter referred to as the "Activities") provided by USA Prime Baseball, LLC, a Texas limited liability company (the "Company"). In consideration of being permitted by the Company to participate in the Activities and in recognition of the Company's reliance hereon, Player and _____________, Player’s parent or legal guardian (“Parent”) agree to all the terms and conditions set forth in this instrument (this "Release").  The Company, Player, and Parent are referred to individually herein as a “Party” and collectively as the “Parties.” 

            PLAYER AND PARENT ARE AWARE AND UNDERSTAND THAT THE ACTIVITIES ARE POTENTIALLY DANGEROUS ACTIVITIES AND INVOLVE THE RISK OF SERIOUS INJURY, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE. PLAYER AND PARENT ACKNOWLEDGE THAT ANY INJURIES THAT PLAYER SUSTAINS MAY RESULT FROM OR BE COMPOUNDED BY THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF THE COMPANY, INCLUDING NEGLIGENT EMERGENCY RESPONSE OR RESCUE OPERATIONS OF THE COMPANY. NOTWITHSTANDING THE RISK, PLAYER AND PARENT ACKNOWLEDGE THAT PLAYER IS VOLUNTARILY PARTICIPATING IN THE ACTIVITIES WITH KNOWLEDGE AND AN EXPRESS UNDERSTANDING OF THE DANGER INVOLVED AND PLAYER AND PARENT HEREBY AGREE TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE ARISING FROM PLAYER’S PARTICIPATION IN THE ACTIVITIES, WHETHER CAUSED BY THE ORDINARY NEGLIGENCE OF THE COMPANY OR OTHERWISE.

            PLAYER AND PARENT HEREBY EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS, NOW KNOWN OR HEREAFTER KNOWN, AGAINST THE COMPANY, AND ITS OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, AFFILIATES, SHAREHOLDERS/MEMBERS, INDEPENDENT CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "RELEASEES"), ON ACCOUNT OF INJURY, DISABILITY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF OR ATTRIBUTABLE TO PLAYER’S PARTICIPATION IN THE ACTIVITIES, WHETHER ARISING OUT OF THE ORDINARY NEGLIGENCE OF THE COMPANY OR ANY RELEASEES OR OTHERWISE. PLAYER AND PARENT COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST THE COMPANY OR ANY OTHER RELEASEE, AND FOREVER RELEASE AND DISCHARGE THE COMPANY AND ALL OTHER RELEASEES FROM LIABILITY UNDER SUCH CLAIMS.

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