USA Prime Austin 16u Noska Summer

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 asfollows:

1.                  Term of Player Participation.          This Agreement governs Player’s participation in the USA Prime organization for the [Spring/Summer] 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.  All questions regarding registration should be directed to the USA Prime corporate office customer support.

3.                  Player Fees.   Player and Parent acknowledge and agree that all Player fees, uniform fees, expenses, 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 or 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 practice or play 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 custom 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/she 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/she desires.

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

7.                  Player Misconduct.   Player agrees to conduct himself in a sportsmanlike manner while participating in the USA Prime Organization. If a player conducts himself in an inappropriate manner that is detrimental to the USA Prime organization (as determined by the Company in its sole and absolute discretion), including, but not limited to, by making racial slurs, fighting, and/or using drugs or alcohol, then such Player may be removed from the team and from participation in the USA Prime organization (at the Company’s sole and absolute discretion).  Any Player who is removed from a USA Prime team for engaging in misconduct shall not be entitled to a refund of any monies such Player or their Parent has paid to the Company.

8.                  Parent Misconduct. Parent(s) agree to conduct themselves in a sportsmanlike manner at all practices, games, or other participation in any USA Prime event or occurrence. If a Parent conducts himself or herself in an inappropriate or unacceptable manner, including but not limited to, public outbursts at organization, team, or game officials, public intoxication, fighting, lewd or lascivious conduct, and/or lodging slurs or derogatory comments, USA Prime may remove the Player from its team due to the Parent’s misconduct, at its sole and absolute discretion and determination. USA Prime further reserves the right, at its sole and exclusive determination, to immediately remove or cause to be removed any Parent at the time of the violation.

9.                  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 the Publicity Waiver and Release attached hereto as Exhibit B, the Release and Waiver of Liability and Assumption of Risk attached hereto as Exhibit C, and the Coronavirus/Covid-19 Assumption of Risk and Waiver and Release attached hereto as Exhibit D, all of which are incorporated into this Agreement as if fully set forth herein. Signature of Exhibit B-D is a condition precedent to Player’s participation and it shall not be waived.

10.              Entire Agreement.    This Agreement, together with its Exhibits, 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. 

11.              Amendment. This Agreement may only be modified or amended in a writing signed by all Parties.

12.              Governing Law. This Agreement shall be governed by and construed exclusively 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. 

13.              Mandatory Mediation.  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.

14.              Arbitration.  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. 

15.              Attorney’s Fees and Costs. 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. 

INWITNESSWHEREOF,thePartieshavedulyexecutedthisAgreementasoftheEffective Date.

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 and private information of ____________ (“Player”) for advertising, promotion, and other commercial and business purposes. In exchange for Player’s participation and 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 hereby irrevocably permit, authorize, grant, and license Company and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them ("Authorized Persons"), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use Player’s name, image, likeness, and appearance, and all materials created by or on behalf of Company that incorporate any of the foregoing ("Materials") in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, on any platform and for any purpose, including but not limited to, advertising, public relations, publicity, packaging, and promotion of Company and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to Player or Parent.

            Company shall be the exclusive owner of all rights, including copyright, in the Materials. Player and Parent hereby irrevocably transfer, assign, and otherwise convey to Company their entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. Player and Parent acknowledge and agree that they have no right to review or approve Materials before they are used by Company, and that Company has no liability to them for any editing or alteration of the Materials or for any distortion or other effects resulting from Company's editing, alteration, or use of the Materials, or Company's presentation of Player. Any credit or other acknowledgment of Player, if any, shall be determined by Company in Company's sole discretion. Company has no obligation to create or use the Materials or to exercise any rights given by this Agreement.

            To the fullest extent permitted by applicable law, Player and Parent hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims"), arising directly or indirectly from the Authorized Persons' exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part from the negligence of Company or any other person, and Player and Parent hereby covenant not to make or bring any such Claim against any Authorized Persons and forever release and discharge the Authorized Persons from liability under such Claims. Player and Parent understand that Company is relying on this Agreement and will incur significant expense in reliance on this Agreement, and Player and Parent agree that this Agreement cannot be terminated, rescinded, or modified, in whole or in part.

            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.

[CS1] THIS AGREEMENT PROVIDES COMPANY WITH PLAYER’S AND PARENT’S ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT PLAYER’S NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION 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: __________________________________________