Viceroy Agreement

Welcome to the Barstool Sports Viceroy program! We are excited to have you serve as Barstool’s viceroy for your campus. This “Principal Agreement,” together with the attached “Standard Terms” (collectively, the “Agreement”), lays out the terms of our arrangement, and is made as of the date you submit the contract information (“Effective Date”) by and between Barstool Sports, Inc. (“Barstool” “we”, “us” or “our”) and you.

Agreement

By inputting and submitting your information as part of the online contract registration process, you are agreeing to the terms and conditions of this Agreement. All uses of the defined term “Account” in this Agreement refer to social media account(s) we give you access to.

User Name & Approved Icon

We will work with you to pick a User Name and Icon that we both like (but, in the end, because it is a Barstool account, our decision will control).

A quick note on this: While we expect you to identify with your campus, and are giving you access to a handle that may have your campus name in it, because you are not an official representative of your campus, you cannot use a user name or icon (or do anything else) that implies that the Account is sponsored by your campus. More on that later.

Expectations

We picked you because we like you. We want you to post content through the Account that you like and that you think Barstool’s fans at your campus will like (subject to the prohibitions laid out below). We will let you know if we want you to change the kind of content you are posting to the Account or take anything down you have already posted. You agree to make any changes we require.

Keep in mind that this is an extracurricular activity you are doing for the experience and because it’s fun. While it is important to regularly and actively post content to the Account, school comes first. We do not want you spending more than three (3) hours a week on your viceroy activities.

Prohibitions

We want you to be yourself but there are certain types of content we cannot tolerate. Specifically, you are prohibited from posting any content that (i) is racist, sexist, or homophobic, (ii) is obviously pornographic, (iii) could constitute harassment, (iv) promotes excessively dangerous or illegal behavior, or (v) violates the intellectual property rights or privacy rights of any third party.

This is meant to be a public account so do not send private messages or DMs through the Account. Use your personal account instead.

Finally, remember that you do not officially represent your campus so do not take any actions that would imply that somehow the Account is officially sponsored by your campus.

We take this stuff very seriously and so should you. We will be monitoring the activity on the Account and if you violate this provision, we have the right to immediately terminate this Agreement and deny you further access to the Account, which would not make either of us very happy.

Account Info

While we are excited for you to be a part of our viceroy program, it is important for you to remember that the Account is a Barstool account, not your personal account. We will give you full administrative access to the Account but you agree that all information related to the Account (“Account Info”), including the handle, User Name, and password, belongs to Barstool. You only have a limited right to use the Account Info during the Term in compliance with this Agreement.

You agree that you will not change any Account Info without our approval. In addition, you understand that we can change the Account Info at any time if we feel it is necessary, even if that disables your access to the Account. Do not disclose the Account Info to anyone.

Term

The “Term” of this Agreement will start on the Effective Date and end upon its termination. At any point, we can discuss whether or not both of us are interested in extending the Term, but there is no obligation on either side.

Termination

Because the activity on the Account is going to be under the Barstool brand, we have to have ultimate control over the Account. Therefore, you agree that we have the right to terminate this Agreement and your access to the Account at any time, including if we feel that the activity under the Account is violating these terms or otherwise is not consistent with the Barstool brand. You also have the right to quit whenever you want as long as you give us thirty (30) days’ notice.

When the Term ends, you agree to (i) immediately stop all use of the Account, or any other activity under the Barstool brand, (ii) provide us with any Account Info we request and (iii) take any other actions that may be necessary for us to take sole control of the Account. You agree that after we go our separate ways, we can give access to the Account to another viceroy from your campus who will have the right to operate under the same handle, Username and Icon.

Content

Barstool at all times will remain the owner of the Barstool brand, the Account (including the Account Info), and any Barstool content or other materials provided or made available to you. Viceroys are not supposed to be content creators so please don’t spend time creating/editing content. If you do end up creating any original content that you post through the Account (“Original Content”), you will remain the owner of that Original Content, but grant Barstool and its affiliates the perpetual, worldwide license to use your Original Content in any manner or media.

If you post third party content to the Account, or include any third-party content in your Original Content, you must have all necessary rights to post it. Likewise, if any of your Original Content includes videos or pictures of other people, you must have their permission before posting it.

Take any complaints or takedown notices seriously and immediately let us know if you receive anything of the sort.

Monetization

You are prohibited from trying to monetize the Account in any way, including through advertising, sponsorships or endorsements. That is our job. Please let us know if you receive any inquiries about potential opportunities.

Class Credit / Internships

We know that you are doing this for the experience and because it’s fun. If your work for us under this Agreement is also eligible for class credit, God Bless college. We agree to reasonably assist you in obtaining that credit if you need us to so long as you have not breached this Agreement.

If you want, we also agree to consider you for any intern position that opens at Barstool (but we can’t promise you will receive the position).

BY CLICKING “SUBMIT” ON YOUR CONTRACT AGREEMENT BELOW, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT

STANDARD TERMS

The following sets forth Barstool’s Standard Terms, which are hereby incorporated into your Agreement. Any capitalized terms not defined herein have the definition set forth in the Principal Agreement.

1. Licenses
   1. From Barstool. Subject to your compliance with the terms of this Agreement, Barstool hereby grants you a limited, revocable, non-exclusive license during the Term to utilize the Barstool trademarks, logos and other materials provided to you by Barstool solely for use in connection with your administration and management of the Account.
   2. From You. You grant Barstool a perpetual, worldwide, royalty-free license to use, license, distribute, and otherwise exploit your Original Content. In addition, you grant Barstool the non-exclusive right to use your name, likeness, and biography in connection with advertising and promotion of the Account and Barstool.
2. Ownership. Subject to the licenses above, Barstool retains any and all rights in and to the Account (and Account Info), and Barstool’s trademarks, brands, icons, content and other Barstool materials provided or made available to you, and you retain any and all rights in and to your Original Content.
3. Term and Termination. The Term shall be as defined in the Principal Agreement. As described in the Principal Agreement, both parties retain the right to terminate the Agreement at any time.
4. Representations and Warranties.
   1. Viceroy. You represent, warrant and covenant that (i) you own, or have a valid license to use, all content posted through the Account and none of that content will violate the intellectual property or privacy rights of any third party, and (ii) you will refrain from all activities prohibited by this Agreement, including the posting of any prohibited content.
   2. Barstool. Barstool represents, warrants and covenants that Barstool has the full right, power, and authority to perform this agreement and grant you access to the Account.
5. Indemnification
   1. Viceroy. You shall defend, indemnify and hold harmless Barstool, its parents, subsidiaries and affiliated entities, and its and their respective officers, directors, shareholders, employees and agents, from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and expenses) (collectively, “Liabilities”) which may be obtained against, imposed upon or suffered by such parties as a result of (i) the breach or alleged breach by you of this Agreement or any of your warranties and representations made herein; or (ii) your willful misconduct, fraud or gross negligence.
   2. Barstool. Except to the extent you are obligated to indemnify Barstool hereunder, Barstool shall defend, indemnify and hold you harmless from and against any and all Liabilities which may be obtained against, imposed upon or suffered by you as a result of (i) the breach or alleged breach by Barstool of any of its warranties and representations made herein; or (ii) Barstool’s willful misconduct, fraud or gross negligence.
6. Confidentiality. Each party acknowledges and agrees that during Term, it (the “Recipient”) may learn of confidential, proprietary and/or sensitive non-public information regarding the other (“Discloser”) which is either marked as confidential or proprietary (or bears a similar legend) or which a reasonable person would understand to be confidential given the circumstance and nature of the disclosure, including without limitation, information regarding proprietary technology, business or marketing plans, partnerships, or personal details (“Confidential Information”). For the sake of clarity, the Account Info constitutes Barstool’s Confidential Information. Each party acknowledges that such Confidential Information, if disclosed or used, could have a material adverse impact on the Discloser’s development or exploitation of it business. Accordingly, the Recipients each agree that except pursuant to this Agreement, Recipient will not use or disclose, and will cause all of Recipient’s employees, contractors, personnel, agents and representatives not to use or disclose, directly or indirectly, any Confidential Information of the Discloser, in either case without the prior written consent of the Discloser. Each party acknowledges that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication or disclosure of Confidential Information of the other party, other than by or to its employees or agents who must have access to such Confidential Information to perform such party’s obligations hereunder and who agree to comply with this section, provided that Barstool may disclose Confidential Information to its attorneys, accountants, financing sources, affiliates, licensors and rightsholders or as necessary to comply with law or a valid court order, in which event the disclosing party shall notify the other in advance and cooperate upon request to obtain confidential treatment of the information. Notwithstanding anything else in this Agreement, the term “Confidential Information” shall specifically exclude (i) information that is or becomes generally available to the public through no action or fault of the Recipient; and (ii) information that is known to the Recipient without restriction, prior to receipt from the Discloser under this Agreement, from its own independent sources, and which was not acquired, directly or indirectly, from the Discloser. Each party acknowledges and agrees that the misappropriation, unauthorized use or disclosure of the Discloser’s Confidential Information would cause irreparable harm to the Discloser. In the event of a breach of any part of this section, each Recipient agrees that the Discloser will be entitled to equitable relief, including but not limited to a temporary restraining order, temporary injunction and/or a permanent injunction against the Recipient. The rights of the Discloser are in addition to the rights that it may have under this Agreement, common law or statutory law.
7. Miscellaneous
   1. Entire Agreement/Waiver. This Agreement contains the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, representations and undertakings whether oral or written. It may only be modified, supplemented or altered by a writing signed by both parties. No failure or delay on the part of either party in insisting on compliance herein or in exercising any right, power or remedy hereunder shall operate as a waiver or modification thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder, preclude any other or further exercise or any other right, power or remedy hereunder.
   2. Validity of Agreement. In case any term of this Agreement shall be held invalid, illegal, or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other terms shall be affected thereby.
   3. Arbitration. This Agreement shall be governed by and construed and enforced in accordance the laws of the State of New York. The parties agree that all disputes, claims, or controversies arising out of or relating to this Agreement shall be exclusively determined and resolved by a confidential and binding arbitration in New York, New York. The arbitration (“Arbitration”) shall be administered by JAMS pursuant to its most recent Comprehensive Arbitration Rules and Procedures, and shall be heard by a single arbitrator. The parties agree to share equally the costs and expenses of the Arbitration (which shall not include the expenses incurred by each party for its own legal representation in connection with the Arbitration). Notwithstanding the Arbitration provisions set forth above, either party hereto may apply to a New York court for any provisional remedy, including a temporary restraining order or preliminary injunction. You agree to pursue any Arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.
   4. Waiver of Trial by Jury. Each party hereto, to the fullest extent permitted by the applicable laws of the United States of America and California, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Agreement.
   5. Survival. All terms and provisions hereof which, by their nature, are intended to, shall survive the termination or expiration of this Agreement.
   6. No Joint Venture or Employment Relationship. This Agreement creates no partnership, employment, joint relationship, joint venture, master-servant, or mutual responsibility on behalf of one party for the debts or liabilities of the other. The parties agree that you are acting as an independent contractor and as such you have the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed, you are free to set your schedule, and you will furnish or procure all equipment necessary to perform hereunder. Neither party shall have the power to bind nor obligate the other. You are solely responsible for payment of income taxes and other taxes and acknowledge that Barstool will not withhold on your behalf any sums for any state or federal taxes.
   7. Injunctive Relief. In the event of a breach of any part of this Agreement by you, Barstool will be entitled to equitable relief, including but not limited to a temporary restraining order, temporary injunction and/or a permanent injunction against you. The rights of Barstool under this section are in addition to the rights that it may have under this Agreement, common law or statutory law.
   8. Assignment. Barstool’s rights hereunder may be fully and freely transferred, designated, assigned, and licensed, in whole or in part, without restriction, and shall constitute a novation, and shall be binding upon you and inure to the benefit of any such transferee, assignee or licensee. You shall have no right to assign this Agreement or your rights hereunder to any third party without Barstool’s prior written approval.
   9. Engagement of Counsel. You represent and warrant that you have been advised of your right to seek legal counsel of your own choosing in connection with the negotiation and execution of this Agreement and you have been given a reasonable time to engage such counsel. You irrevocably agree that your failure to retain the services of an attorney to review and negotiate this Agreement shall not thereafter be used by you as the basis for termination or modification of this Agreement.
   10. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, whether by electronic mail, facsimile or otherwise, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.