EVENT PARTICIPANT TERMS AND CONDITIONS

Last Updated: May 23, 2023

Event: Beltway Battles Fall 2023 to take place September 25 – November 11, 2023 (the “Event”).

Event Description: College eSports and gaming tournament hosted by Hashtag and comprising a series of competitive games. Participant is one of a number of colleges/universities competing in the Event, and Participation is subject to the Standard Terms and Conditions set forth below.

Registration Fee: $50 (the “Registration Fee”)

Event Location: The Event will be held and streamed virtually, with select portions hosted live and in-person at Hashtag Gaming Arena 13320 Franklin Farm Rd Suite G, Herndon, VA 20171 (the “Arena”)

These Event Participant Terms and Conditions (the “Agreement”) are entered into by and between each competing team (each, a “Participant”) and DC Entertainment Solutions LLC d/b/a Hashtag Gaming Arena, a Virginia limited liability company (“Hashtag” and together with Participant, the “Parties” and each, a “Party”).

 

STANDARD TERMS AND CONDITIONS

 

  1. Event Participation.  Each Participant will participate in the Event described above (collectively, the “Participation”) to the best of their ability and in a good, professional, and workmanlike manner in accordance with industry standards. Participant’s Participation will be subject to all terms and conditions in this Agreement, the tournament rules/guidelines for the Event (posted on Hashtag’s website and modified from time to time, at Hashtag’s sole discretion), the Event Terms of Service (posted on Hashtag’s website and modified from time to time at Hashtag’s sole discretion) and any other rules or regulations provided by Hashtag.

 

  1. Status. Participant’s status (and that of each of Participant’s players, coaches, volunteers, and any/all other personnel participating in the Event, collectively, “Participant Personnel”) hereunder is that of an independent contractor and not an employee or agent of Hashtag or its affiliates. Neither Participant nor any Participant Personnel will be entitled to any of the benefits which Hashtag may make available to its employees, including, but not limited to, group health or life insurance and profit-sharing or retirement benefits, and Participant is not authorized to make any representation, contract or commitment on behalf of Hashtag.

 

  1. Registration Fee; Forfeiture Fee. As consideration for hosting the Event, Participant shall deliver the Registration Fee to Hashtag as part of the registration process. The Registration Fee shall be non-refundable in all events and circumstances.

 

  1. Proprietary Rights and Ownership.

 

a.       Ownership.

                                                               i.      For purposes of this Agreement, the term “Preexisting IP” of any Party means such Party’s pre-existing trademarks, trade names, trade dress, service marks, copyrights, patents, trade secrets, know-how or other pre-existing intellectual property.

                                                             ii.      The Parties hereby acknowledge and agree that (A) the Preexisting IP of Participant and (B) Participant’s name, brand, logo, image and any and all common law and statutory rights (including without limitation any right of publicity) shall be the sole property of Participant (collectively, the “Participant IP”).

                                                           iii.      The Parties hereby acknowledge and agree that each Participant Personnel’s name, image, signature, voice, likeness, persona, biography and statements; and any and all common law and statutory rights (including without limitation any right of publicity) in and to the foregoing and other elements of each Participant Personnel’s persona and identity that are distinctive to such Participant Personnel (the “Participant Personnel Name and Likeness”) shall be the sole property of such Participant Personnel.

                                                           iv.      The Parties hereby acknowledge and agree that (A) the Preexisting IP of Hashtag and (B) all materials resulting from the Participation and otherwise related to the Event, including any videography, blog posts and excerpts, other statements pertaining to the Participation or the Event, or any Hashtag products and/or services, including without limitation websites, mobile applications, press releases, media materials, streaming video, Hashtag social media content/posts and syndicated news features, and any and all other materials and content conceived, created, or provided for or on behalf of Participant in connection with the Participation and/or the Event or developed or used hereunder, shall be the sole property of Hashtag (collectively, the “Hashtag IP”).

    1. Grant of Rights.

                                                               i.      Hashtag hereby grants to Participant a limited, non-exclusive, revocable, worldwide, royalty-free right to use the Hashtag IP solely as necessary to satisfy Participant’s obligations under this Agreement.

                                                             ii.      Participant hereby grants to Hashtag a limited, non-exclusive, revocable, worldwide, royalty-free right to photograph, record, use, stream, publish, display,  distribute, edit and reproduce the Participant IP in connection with the Event to market, promote, display, distribute and advertise the Event and the Participation before, during and after the Event via social media, press releases, marketing materials, advertising, video, streaming content, and any other promotional avenues as may arise from time to time.

                                                           iii.      In furtherance of the above, each Participant Personnel hereby grants to Hashtag a limited non-exclusive, revocable, worldwide, royalty-free right to use the Participant Personnel Name and Likeness for the purposes set forth in the immediately preceding paragraph. Other than the rights to use the Participant Personnel’s Name and Likeness specifically granted herein, the Company shall have no right to use the Participant Personnel Name and Likeness for any other reason.

                                                           iv.      Notwithstanding anything contained in this Agreement to the contrary, and for the avoidance of doubt, any rights relating to or arising from the Participant IP and/or the Participant Personnel Name and Likeness not specifically granted to Hashtag hereunder shall remain the sole and absolute right and ownership of Participant Personnel, as the case may be.

 

  1. Representations and Warranties. Participant represents and warrants that: (i) Participant has the right and authority to enter into this Agreement, and to fulfill its commitments contemplated hereunder, without violating the rights of any third party; (ii) Participant will comply with all applicable laws, regulations, administrative guidelines, orders and ordinances, including, but not limited to, the tournament rules for the Event (posted on Hashtag’s website); (iii) Participant shall not make any false, misleading or disparaging remarks about Hashtag or any of its products or services, (iv) each Participant Personnel shall complete and sign a Photo & Media Release in the form available online here and submit the completed release to Hashtag prior to the start of the Event and; (v) Participant will at all times related to the Participation and the Event act in a professional manner in accordance with the highest standards in the industry for participation in events similar to the Event, not be under the influence of drugs or alcohol, and shall not act or engage in any practice or conduct that is or shall be an offense involving moral turpitude under federal, state or local laws, or, in Hashtag’s reasonable discretion, brings Hashtag into public disrepute, contempt, scandal, or ridicule, or that insults or offends the community or any substantial organized group thereof.

 

  1. Term and Termination. Unless earlier terminated in accordance with this Agreement, the term of this Agreement will commence upon each Participant’s registration date and continue until fourteen (14) days following the last date of the Event (the “Term”). Hashtag may terminate this Agreement immediately for any reason or no reason. Upon any such termination, Hashtag is only liable to return the Registration Fee to Participant (subject to any Forfeiture Fee as described on the cover page). Sections 2-8 will survive expiration or termination of this Agreement.

 

  1. Indemnification. To the extent permitted by Virginia law and the Virginia constitution, Participant will defend, indemnify, and hold harmless Hashtag and its affiliates, directors, officers, employees, agents, and representatives from and against all claims, damages, losses, and expenses (including reasonable attorneys’ fees and expenses) arising from or relating to: (i) any breach of any representation or warranty of Participant contained in this Agreement; and/or (ii) any claim that any of the Participant Licensed IP infringes any intellectual property or other proprietary rights of a third party. Nothing in this Agreement shall waive or abrogate the sovereign immunity of the Commonwealth of Virginia.
  2. Limitation of Liability. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FOR THE INDEMNITIES AND ANY BREACH OF ANY CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
  3. Miscellaneous. All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule. The Parties agree and consent to the exclusive jurisdiction of the courts of the Commonwealth of Virginia in Fairfax County, Virginia for all purposes regarding this Agreement. This Agreement may only be modified by a written document signed by both parties. Participant may not assign or transfer this Agreement, or any of its rights or obligations under this Agreement, without Hashtag’s prior written consent. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for failure to comply with any obligation under this Agreement if prevented from doing so by reason of contingencies beyond the reasonable control of the applicable party, including but not limited to fires, acts of God, epidemics or pandemics (including the ongoing COVID-19 pandemic), or acts or omissions or failures of carriers or utilities providing vital services to the applicable party. Any notices or other communications under this Agreement must be in writing and delivered by first class mail or email. All notices shall be sent to Hashtag at DC Entertainment Solutions LLC, 14120 Sullyfield Cir, Ste K, Chantilly, VA 20151 or via email to [email protected]. No failure or delay by any party in exercising any right or privilege under this Agreement shall operate as a waiver thereof. This Agreement represents the entire agreement between the parties concerning the subject matter herein.  This Agreement shall supersede all prior agreements and understanding, oral or written, between Hashtag and Participant regarding the subject matter in this Agreement.