PARTICIPATION AGREEMENT AND RELEASE
I understand that Major League Table Tennis LLC, a Delaware limited liability company (“MLTT”), intends to operate a professional table tennis league to be known as “Major League Table Tennis” (the “League”). I hereby acknowledge and agree that I have completed and submitted to MLTT certain information about myself (“Profile”) via MLTT’s website at https://mltt.com/ (“Website”), so that MLTT may evaluate me for: (i) participation in a draft (the “Draft”) for the 2023-2024 League season (the “Season”) and (ii) subject to League Rules (as defined below), selection as a player on a League team (a “Player”) for the Season, which is expected to consist of a series of events conducted by MLTT (each, an “Event”). I understand, acknowledge and agree that neither the submission of my Profile nor anything in this Agreement or otherwise in any way confers upon me any right to participate in or attend the Draft, any combine or similar event in which prospective Players are evaluated that may be conducted by MLTT or any of its affiliates or any other events relating to the League (collectively, including the Draft, “League Events”); that there is no assurance that I will be selected to participate in the Draft or any other League Event or otherwise as a Player; and that, in all events, the selection of participants in the Draft and/or any other League Event, and the selection of Players for the Season and/or any other League season, shall be made by MLTT in MLTT’s sole discretion. I further understand, acknowledge and agree that, if I am ultimately selected to participate in the Draft or selected as a Player for the Season, such participation will not entitle me to participate in or attend any Draft or other League Event in or for any subsequent League season.
In consideration of and as inducement to MLTT’s further considering me to become a participant in the Draft and/or selecting me as a Player, and for other good and valuable consideration (the receipt of and adequacy of which I hereby acknowledge), I am making the representations, warranties, disclosures, covenants and agreements described below. I understand and hereby agree to be bound by the terms of this Agreement. I further consent to and agree to be bound by any and all League rules and regulations as may be established, supplemented and/or otherwise modified from time to time (collectively, and as so established, supplemented and/or otherwise modified, “League Rules”). I understand that if any disclosure, representation or warranty is false, or if I breach any covenant or agreement made in this Agreement or any League Rule, then in addition to the right to enforce such covenant or agreement, MLTT may disqualify me from participating in the League, the Draft and/or any other League Event, and/or from receiving any prize or other award that I or my Team would otherwise have received and MLTT may make any explanation or announcement that MLTT may choose in its sole discretion concerning same.
GRANT OF RIGHTS
1. I hereby irrevocably grant to MLTT and its successors, affiliates, licensees and assigns the perpetual, worldwide and irrevocable right (a) to stream, videotape, film, photograph and otherwise distribute, record and reproduce any and all of my interviews, statements, actions and appearances, including my Attributes (as defined below), and (b) to stream, videotape, film, portray, photograph, monitor and otherwise distribute or record me and my actions and distribute or record my Attributes for use, in whole or in part, in connection with the development, production, exhibition, advertising, publicity, promotion and other exploitation of the League, the Draft and/or any other League Event (including, without limitation, whether I am aware or unaware of such videotaping, filming, monitoring or recording at the time that it occurs, by requiring me to wear a microphone when requested and/or by requiring me to wear devices to capture my biometric data). Any and all information I have supplied or may supply to MLTT, or to any entity telecasting, streaming, transmitting, broadcasting, distributing and/or exhibiting visual or audiovisual programming of the Draft and/or any other League Event (such providers, collectively, “Networks”) (including, without limitation, biographical or medical information, application materials, questionnaires, photographs and videotapes of me and/or others, and any other materials which I have provided in my Profile), any and all other information that MLTT or any Network has received or will receive from other sources, my appearance, actions, voice and sound effects in connection with the Draft and/or any other League Event (including, without limitation, any act, pose, play, vocal, instrumental, musical and other sound effects), and the results and proceeds of my participation in the Draft and/or any other League Event (including, without limitation, me, my actions, voice and sound effects at any of the locations of the Draft or any other League Event (collectively, the “Locations”) as filmed and recorded), and any reproductions or recordings of any nature of any of the foregoing, in whole or in part are referred to herein collectively as the “Materials”. The Materials shall also include, without limitation, any and all materials that I may create, or participate in the creation of, or provide in connection with the Draft, any other League Event, the League or the Website, whether pursuant to this Agreement or any other agreement. I hereby acknowledge and agree that all of the Materials, including any and all copyrights and other rights therein, shall be the sole and exclusive property of MLTT and that any and all of the Materials may be used, telecast, streamed, exhibited, distributed, advertised, publicized, promoted or otherwise exploited by MLTT and its successors, affiliates, licensees and assigns by such means and for such purposes (including, without limitation, merchandising, including as part of apparel and accessories, publishing, commercial tie-ins, advertising and any and all other commercial and non-commercial purposes) and in any and all media, whether now known or hereafter devised, as MLTT may determine in its sole discretion, throughout the universe, in perpetuity, at any time and from time to time. The Materials may be edited, cut, rearranged, adapted, dubbed or otherwise revised or modified for any such purposes by MLTT, Network, or any other person or entity affiliated with MLTT, in their sole discretion, and I waive the exercise of any “moral rights” and “droit moral” and any analogous rights however denominated in any jurisdiction of the world. In furtherance of the foregoing, I hereby grant and assign to MLTT any and all of my right, title and interest in and to any and all Materials. I agree that any exhibition or other use or exploitation of the Materials or any rights therein, whether as part of the any League Event or otherwise, will not entitle me to receive any compensation (whether in the form of residuals or otherwise), except as and to the extent expressly set forth in any Player Contract (as defined below) that I and MLTT sign or in any other separate writing executed and delivered to me by MLTT.
2. I hereby irrevocably grant to MLTT and its successors, affiliates, licensees and assigns the perpetual, worldwide and irrevocable right to use and otherwise exploit, and to grant other persons and entities the right to use and otherwise exploit, my name, nickname, initials, autograph (including facsimiles), likeness (actual or simulated), voice, pictures photographs, animation, images, icons, caricatures, copyrights, jersey number, statistics and other biographical material (collectively, “Attributes”) in connection with (a) the development, production, exhibition, advertising, publicity, promotion and other exploitation of the Materials or the exhibition or use of any subsidiary and ancillary rights therein, (b) the respective businesses and activities of MLTT and its successors, affiliates, licensees and assigns (including, without limitation, any Network, any of MLTT’s other distributors, sponsors, endorsers and any other users, exhibitors, assignees, successors, and licensees of the Materials), and (c) the manufacture, production, distribution, licensing and sale of any merchandise or other products or services of any kind whatsoever (including, without limitation, banners, buttons, posters, t-shirts, hats, jackets, jerseys and other clothing and other apparel, accessories, programs, jewelry, trading cards, gear, equipment, toys, merchandising tie-ins, collectibles, and other souvenir items) (“Merchandise”), in each case in clauses (a)-(c), whether related to the League, the Draft, any other League Event, the Website or otherwise. I hereby agree that I will not grant any other person or entity any right to use, or to grant any other person or entity the right to use or exploit, any of my Attributes in any manner in connection with the League, the Draft, any other League Event or the Website at any time.
3. Notwithstanding anything to the contrary contained in this Agreement, in addition to (and without limiting or derogating from) any and all other rights and privileges granted to MLTT (and its successors, affiliates, licensees and assigns) and/or to which MLTT (and its successors, affiliates, licensees and assigns) is/are entitled under this Agreement or any League Rule, I expressly acknowledge and agree as follows:
a. I agree that I shall make myself available for photo shoots, interviews and personal appearances for MLTT and/or any Network, for no additional compensation (other than travel and expenses, if applicable), and shall fully cooperate with MLTT’s reasonable requests to conduct publicity efforts in connection with the Draft, any other League Event and/or the Website, and that these rights may be exercised by the MLTT directly with me.
b. I shall not commit any act that constitutes a felony or misdemeanor in any jurisdiction or any other act that adversely affects (i) my public image and/or ability to participate in with the Draft or any other League Event, or (ii) the reputation or public image of MLTT, the League, the Draft or any other League Event. Complete adherence to this paragraph 3.b. is of the essence of this Agreement and any breach hereof may cause, at MLTT’s sole discretion, my disqualification from the Draft or any other League Event, with no further obligation of any kind or nature to me.
4. I agree that no telecast, streaming or other use or exploitation of any Materials, any Attributes or any rights therein, whether as part of or in connection with the League, the Draft, any other League Event, the Website or otherwise, will entitle me to receive any compensation or consideration, except as and to the extent expressly set forth in any Player Contract that I and MLTT sign or in any other separate writing executed and delivered to me by MLTT.
5. I hereby represent and warrant that I have the right and authority to grant all of the foregoing rights to MLTT and that the use and exploitation of such rights by MLTT and/or any of its successors, affiliates, licensees or assignees will not infringe upon the rights of any third party.
PARTICIPATION
6. Notwithstanding the potential risks described herein, I hereby knowingly and voluntarily covenant agree to participate in and in connection the production of the Draft and any and all other League Events, in each case, to the extent I am selected and required by MLTT to so participate on such dates and at such Locations as MLTT shall designate in its sole discretion. I further covenant and agree to comply with the terms and conditions for participation in the Draft, any and all other League Events and any and all other activities related to the League.
7. I agree that, if I am selected by MLTT to participate in the Draft and/or any other League Event, I will use my best efforts to compete, perform, and play to the best of my talented abilities in the Draft and/or such other League Event to maintain and enhance the quality of League play; provided that, if I experience any unusual pain, discomfort, fatigue or other symptoms during the course of any such event, I will promptly notify a designated representative of MLTT and discontinue my participation in such League Event.
8. I acknowledge and understand that the use of the film, tape, audio and other recordings that will be made of me and the Locations, and the items within the Locations, and the disclosure of personal or other information about me and my family in connection with the League, the Draft, other League Events, the Website and/or the advertising, promotion and publicity of the foregoing could be considered by me and my family to be a serious invasion of my privacy. I further acknowledge, understand and agree that personal details and background information concerning me and my family, including live and delayed recordings, which may include images of me, may be available to the public during the Draft and other League Events, in advertising, promotion and publicity in connection therewith, on the Website and otherwise for viewing via the Internet and other means, on up to a 24-hours-a-day, 7-days-a-week basis, and in all events shall be included within the definition of “Materials” hereunder. Nonetheless, I hereby knowingly and voluntarily give my express, unconditional and irrevocable consent and permission to MLTT (and its successors, affiliates, licensees and assigns) to fully exploit any and all such Materials.
9. In connection with my participation in the League, the Draft and/or any other League Event, I shall not harass, intimidate, or infringe upon or violate the rights of, any other person or entity. I shall not intentionally cause injury or harm to any other person (including, without limitation, any player, coach, referee or other official) participating in the Draft or any other League Event, and shall abide by all Player rules of conduct and all applicable rules of table tennis and local laws and regulations (including, without limitation, League Rules). I understand that my violation of this Section 9 may lead to my disqualification from the League, the Draft and/or any other League Event.
10. I agree to refrain, whether directly or indirectly, from gambling in connection with the League, the Draft and/or any other League Event. I also agree to refrain from, directly or indirectly, manipulating or unlawfully influencing any game results or statistics relating to the League, the Draft and/or any other League Event. I understand that my violation of this Section 10 may lead to my disqualification from the League, the Draft and/or any other League Event.
11. Nothing in this Agreement or any other agreement that I may have with MLTT or any of its affiliates (other than a Player Contract, if one is offered to and signed by me) shall be deemed to constitute an employment relationship, joint venture or partnership between me and MLTT or any other Released Party (as defined below), nor shall I be deemed to be an agent of MLTT or any other Released Party for any purpose. I agree that, if I am selected by MLTT to participate in the Draft, my appearance in the Draft is not and will not constitute employment and is not subject to any union or guild collective bargaining agreement, regardless of whether I am a member of any union or guild, and does not and will not entitle me to wages, salary, benefits, or other compensation under any such collective bargaining agreement or otherwise. I agree that nothing contained in this Agreement shall be construed to make me an employee of MLTT or any other Released Party, or to appoint the MLTT or any other Released Party as my agent. It is intended that, unless and until I enter into a Player Contract with MLTT, I shall remain an independent contractor, responsible for my own actions, expenses and any local, state, federal or international taxes, including, but not limited to, the engagement, discharge, benefits and costs of my manager, agent, trainer and/or any other persons associated with me. I understand that I am not eligible under this Agreement to participate in any vacation, group medical or life insurance, or retirement benefits or any other benefit plans offered by MLTT or any other Release Party to their respective employees, and neither MLTT nor any other Released Party shall be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions including unemployment or disability, or obtaining workers’ compensation insurance on my behalf. I am responsible for, and hereby indemnify MLTT and all other Released Parties against, all such taxes or contributions, including penalties and interest. Any persons employed by me in connection with the performance of my services under this Agreement shall be my employees and I shall be fully responsible for such persons. All travel I undertake in order to appear in the Draft shall be at my sole risk and expense (except for such expenses for which MLTT expressly agrees to be responsible pursuant to any separate writing executed and delivered to me by MLTT).
12. I hereby confirm, acknowledge, covenant and agree that if, I am selected by MLTT (in its sole discretion) as a Player, I shall enter into a standard player contract with MLTT in such form as is required by MLTT (a “Player Contract”). I understand, acknowledge and accept that the terms and conditions of the Player Contract have not yet been determined and that the structure and other aspects of the League (including prize money) remain subject to change.
CONSENTS AND AUTHORIZATIONS
13. I understand, acknowledge and accept that participation in the League, the Draft and/or any other League Event may involve certain inherent risks, including, but not limited to, property damage and serious bodily injury and illness (including death). With full knowledge of the risks involved and of my current physical and mental condition, I am voluntarily agreeing to participate in the Draft and any other League Event to the extent I am selected by MLTT to so participate, and I knowingly and freely assume any and all risks, both known and unknown, associated therewith, even if arising from the negligence of any Released Party, any other person or entity or otherwise. Without limiting any other provision of this Agreement or League rules, I understand, acknowledge and agree that I will not be provided with medical expense insurance or other insurance coverage by MLTT or any other Released Party in connection with the Draft, that neither MLTT nor any other Released Party will be obligated to provide me with compensation for an injury, should one occur, and that I alone am responsible for maintaining medical, accident and health insurance to cover any bodily illness or injury and/or personal property damage, as well as any insurance to cover my short-term or long-term disability from any injury and any insurance to cover my death.
14. I understand that I am solely responsible for determining whether I am physically, emotionally, psychologically and mentally able to participate in the Draft or any other League Event. I represent and warrant that I have been examined by a medical doctor and that such medical doctor has confirmed that I do not have any medical condition or any other limitation that could interfere with my ability to participate in the Draft or any other League Event or that would put me or other participants at risk of harm. I represent and warrant that I have disclosed to MLTT (via email correspondence sent to playerrep@mltt.com) by no later than one (1) week before the Draft all physical, emotional, psychological and mental issues that could impact my performance in the Draft or any other League Event or MLTT’s evaluation of my application to participate in the Draft or any other League Event or as a Player in the League. I understand, acknowledge and agree that if I do not notify MLTT via email sent to playerrep@mltt.com, my silence shall constitute an affirmative statement by me that I neither have nor am affected by any physical, emotional, psychological, or mental health issue that could in any way affect my participation in the Draft or any other League Event, or that could impact MLTT’s evaluation of my application to participate in the Draft or any other League Event or as a Player in the League.
15. Deleted
DISCLOSURES
16. I hereby represent and warrant to MLTT that:
a. I am eighteen (18) years of age or older or I am parent or guardian of individual registering for the draft.
b. I am legally authorized to enter the United States of America and thereby eligible to compete and perform in the Draft and all other League Events.
c. The name set forth on my registration is my true, correct and complete legal name.
d. (i) I have not been arrested, charged with or convicted of a violent felony, in each case that has resulted in any term of imprisonment or any form of incarceration within the last seven (7) years, (ii) I have not been arrested for any sexual offense, irrespective of whether a conviction led to imprisonment or any form of incarceration, and (iii) I am not identified on the Specially Designated Nationals and Blocked Persons List issued by the U.S. Treasury Department’s Office of Foreign Assets Control (the “SDN List”), except, in each case, as detailed in an email I have sent as a condition of my application to playerrep@mltt.com. I understand, acknowledge and agree that I must be truthful in my statements, and non-statements, to MLTT with respect to my criminal history, including any arrests, indictments, criminal complaints, charges and my status relative to the SDN List, and that if I do not send an email to playerrep@mltt.com, my silence shall constitute an affirmative statement by me that I have no criminal history and am not included on the SDN List. I also understand that any failure to report my criminal history or my inclusion on the SDN List shall entitle MLTT to immediately disqualify me from the League, the Draft and/or any other League Event.
17. I acknowledge and agree MLTT’s decisions regarding the selection of participants in the Draft and the selection of Players in connection with the Draft shall be final and binding, and shall not be subject to any challenge or appeal for any reason whatsoever. I understand that, even if I am selected to participate in the Draft or selected as a Player, MLTT will have no obligation to have me appear in any Event or any other League Event, on the Website, or in any telecast, streaming, distribution or other media, and MLTT shall have the right at all times and in its sole discretion to remove or replace me as a Player on a Team for any reason whatsoever.
18. I understand that the commencement of production, the production, and the completion of production of the Draft or any other League Event may be delayed, suspended, terminated or abandoned by MLTT at any time in its sole discretion, that MLTT shall have the right to terminate this Agreement at any time without further obligations hereunder.
19. I understand that any withdrawal by me from the Draft, or my taking of any action rendering me ineligible or otherwise unable to participate in the Draft or as a Player in the League, shall not affect: (i) any of the rights (including, without limitation, those rights granted to MLTT in and to the Materials) that I have assigned to MLTT or others in this Agreement, any other agreement with MLTT or otherwise relating to the League or any League Rules, or (ii) any of the covenants, agreements, waivers, releases or indemnities I have made in this Agreement, any other agreement with MLTT or otherwise related to the League or any League Rules. If I voluntarily withdraw from the Draft or any other League Event, I shall immediately and automatically forfeit any prize or other consideration previously received or to which I may be otherwise be entitled.
20. I will not bring any illegal drugs, weapons or other illicit items to the Locations and I will not engage in any weapons use, illegal drug use, or any other illegal activities at the Locations. I will not engage in any illegal drug use during my participation in the Draft, any other League Event or the League.
21. Unless I obtain the prior written consent of MLTT, I shall not mention, refer to (directly or indirectly) or “plug” any commercial product, service, venture or thing in connection with the Draft or any other League Event. I represent, warrant, covenant and agree that I will not, and no one acting on my behalf will, give or receive, nor have I or anyone acting on my behalf given or received, any monies or other valuable consideration in connection with my appearance or participation (if any) in the Draft, and I have not authorized and will not authorize, and no one acting on my behalf has authorized or will authorize, anyone else to do so. I am aware that payment or acceptance of, or agreement to pay or accept, any money or valuable consideration for the appearance or participation of any person or the mention of anything in connection with the Draft without disclosure to the appropriate parties may constitute a federal offense punishable by fine and/or imprisonment. I covenant and agree to obtain MLTT’s prior written consent to any compensation that I may receive compensation from third parties or sponsorship. I further covenant and agree that if anyone tries to induce me to make any such product mention or placement or to do any such act or accept any such money or consideration, I shall immediately notify MLTT thereof.
22. I understand, acknowledge and agree that MLTT has the right to prohibit me from wearing any apparel at the Draft and other League Events, including, but not limited to shirts, pants, shorts, jewelry, shoes, hats and accessories that contain or refer to any logos or images of any products, services, locations, celebrities or other persons or entities unless such apparel has been specifically provided and/or approved by MLTT.
RELEASE AND INDEMNITY
23. AS USED IN THIS AGREEMENT, (A) THE TERM "RELEASING PARTIES" MEANS AND REFERS TO EACH OF ME, MY HEIRS, FAMILY MEMBERS, SPOUSE (OR SPOUSAL EQUIVALENT OR LIFE PARTNER), MINORS, GUARDIANS, LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AND (B) THE TERM "RELEASED PARTIES" MEANS AND REFERS TO EACH OF MLTT, ANY NETWORK, INTERNET SITE, APPLICATION OR OTHER DISTRIBUTOR THAT MAY TELECAST, STREAM OR OTHERWISE DISTRIBUTE THE DRAFT OR ANY OTHER LEAGUE EVENT, SPONSORS OF THE DRAFT, ANY OTHER LEAGUE EVENT OR THE WEBSITE, ALL MEDICAL PERSONNEL RENDERING SERVICES IN CONNECTION WITH THE DRAFT, ANY OTHER LEAGUE EVENT OR THE LEAGUE, EACH OF THE RESPECTIVE PARENTS, SUBSIDIARIES, MEMBER TEAMS, AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS, AND EACH OF THE RESPECTIVE PRESENT AND FORMER OWNERS, GOVERNORS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, ADVISORS AND REPRESENTATIVES OF THE FOREGOING.
24. TO THE FULLEST EXTENT PERMITTED BY LAW, I, ON BEHALF OF MYSELF AND THE OTHER RELEASING PARTIES, HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE MLTT AND EACH OF THE OTHER RELEASED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIENS, AGREEMENTS, CONTRACTS, ACTIONS, SUITS, LOSSES, LIABILITIES, COSTS, EXPENSES, ATTORNEYS’ FEES, DAMAGES, JUDGMENTS, ORDERS AND LIABILITIES OF WHATEVER KIND OR NATURE IN LAW, EQUITY OR OTHERWISE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AND WHETHER OR NOT CONCEALED OR HIDDEN (COLLECTIVELY, “CLAIMS”), ARISING OUT OF OR IN CONNECTION WITH MY APPLICATION OR PREPARATION FOR, OR PARTICIPATION OR APPEARANCE IN, THE DRAFT, ANY OTHER LEAGUE EVENT, THE WEBSITE OR ANY OTHER LEAGUE ACTIVITIES (INCLUDING, WITHOUT LIMITATION, ANY EXPLOITATION OR EXERCISE OF ANY RIGHTS GRANTED BY ME IN THIS AGREEMENT), INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS FOR ANY INJURY, ILLNESS, DAMAGE, LOSS OR HARM TO ME OR MY PROPERTY, OR MY DEATH, OR ANY INJURY, ILLNESS, DISEASE, DAMAGE, TRESPASS, LOSS OR HARM TO ANY RELEASING PARTY, ANY OTHER PERSON OR ENTITY OR ANY PROPERTY OF ANY OF THE FOREGOING.
25. TO THE FULLEST EXTENT PERMITTED BY LAW, I, ON BEHALF OF MYSELF AND THE OTHER RELEASING PARTIES, HEREBY INDEMNIFY AND HOLD HARMLESS MLTT AND EACH OF THE OTHER RELEASED PARTIES FROM ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY INJURY, DISABILITY OR DEATH I MAY SUFFER, OR ANY LOSS OR DAMAGE TO ANY PERSON OR PROPERTY, WHETHER ARISING FROM THE NEGLIGENCE OF ANY RELEASED PARTY, ANY OTHER PERSON OR ENTITY OR OTHERWISE.
26. THE FOREGOING RELEASES AND DISCHARGES SHALL BE EFFECTIVE AS BARS TO ANY AND ALL CLAIMS OF THE RELEASING PARTIES OF WHATEVER CHARACTER, nature and kind, known or unknown, suspected or unsuspected, hereinabove specified to be so barred. In furtherance of this intention, I, ON BEHALF OF MYSELF AND THE OTHER RELEASING PARTIES, HEREBY acknowledge that EACH OF US is familiar with and has been advised by his, her or its legal counsel of the provision of California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with thedebtor or released party.”
Being aware of said California Civil Code section, I, ON BEHALF OF MYSELF, THE OTHER RELEASING PARTIES and OUR RESPECTIVE heirs, executors, administrators, trustees, legal representatives, successors and assigns, HEREBY waive, to the fullest extent permitted by applicable law, any right that ANY OF US may have under California Code Section 1542, as well as under any other statutes or common law principles of similar effect.
MISCELLANEOUS
27. In the event any part of this Agreement is deemed invalid, unlawful or unenforceable, such invalidity, unlawfulness or unenforceability shall in no way affect the validity, lawfulness or enforceability of any of the remainder of this Agreement.
28. This Agreement (and any rules or other documents incorporated by reference herein) constitutes the entire agreement and understanding between the parties, and supersede and replace all prior discussions or negotiations concerning the subject matter hereof. Notwithstanding the foregoing, MLTT and I may enter into a separate Player Contract or one or more other separate agreements under which I agree to provide additional services to MLTT, whether in connection with my participation as a Player or otherwise, and no such Player Contract, nor any other such agreement or League Rules, shall be deemed to be superseded, replaced or otherwise modified by this Agreement, and in the event of any conflict or inconsistency between any provision of this Agreement and any provision of any such other agreement or League Rules, the provision of such Player Contract, other agreement or League Rules shall control. This Agreement cannot be changed or terminated except by a written instrument signed by each of the parties hereto.
29. Any laws of any jurisdiction that require or suggest that the interpretation of this Agreement or any other document or agreement, or the resolution of any ambiguities contained herein or therein, should be resolved against the drafter of this Agreement or such other document or agreement, are hereby waived.
30. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, legal representatives, administrators, executors, and guardians. This Agreement is personal to me and is not assignable nor delegable by me and any purported assignment by me shall be null and void ab initio. This Agreement (and any or all of MLTT’s rights and obligations hereunder) may be freely assigned by MLTT, in whole or in part, at any time.
31. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to its choice of law provisions).
32. I agree that any and all disputes or controversies arising under this Agreement or any of its terms, (including, but not limited to, any dispute regarding the validity or enforceability of this Agreement), any effort by any party to enforce, interpret, construe, rescind, terminate or annul this Agreement, or any provision thereof, and any and all disputes or controversies relating to my appearance or participation in the Draft, any other League Event, the Website or the League, shall be resolved through binding arbitration before a Panel by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. Any and all such arbitration proceedings shall be conducted in Delaware. No such arbitration proceeding shall proceed as a class or collective actions, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other participants or potential participants, or persons similarly situated. I further agree that the arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties’ attorneys and their staff, and any experts retained by the parties. The parties agree that an Arbitrator may not award any remedy inconsistent with this Agreement and in no event shall any party be entitled to recover punitive or exemplary damages or to rescind this Agreement or to seek injunctive or any other equitable relief.
33. Without limitation of any other provision in this Agreement, my remedies for any breach of this Agreement by MLTT or others will be limited to damages and in no event will I be entitled, and hereby waive my right, to rescind this Agreement or to seek or receive injunctive or any other equitable relief. I recognize that a breach by me of this Agreement would cause MLTT and Network irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law and, therefore, I hereby expressly agree that MLTT shall be entitled to seek temporary injunctive and other injunctive and/or equitable relief concerning this Agreement or my appearance or participation in the Draft or any other League Event, in the federal or state courts located within Delaware, without posting any bond, to prevent and/or cure any breach or threatened breach of this Agreement by me. I hereby agree that federal and state courts located within Delaware shall have exclusive jurisdiction over me and the subject matter of any such proceeding.
34. I have been given ample opportunity to read, and I have carefully read, this entire Agreement. I am aware that this Agreement is, among other things, a release of liability for future injuries and damages and a contract between myself and MLTT and/or its affiliated organizations, and that I am signing this Agreement of my own free will. Any and all statements, information and/or materials made and/or provided by me in or in connection with my application, any document submitted by me, or in interview in which I have participated, are and will be true when made. I understand, acknowledge and agree nothing in this Section 34 or elsewhere in this Agreement imposes or implies any limitation on MLTT’s right to remove or decline to select me as a participant in the Draft or any other League Event, or on MLTT’s right to remove or decline to select me as a Player, for any reason whatsoever at any time. I represent and warrant that I have reviewed this document with my own legal counsel prior to signing (or, in the alternative, although I have been given a reasonable opportunity to discuss this Agreement with counsel of my choice, I have voluntarily declined such opportunity).
