Safety When Playing KnockerBall
- It is recommended that you consult a physician prior to playing KnockerBall®. For use only by persons healthy enough for vigorous physical activity.
- Not for use by pregnant women or persons with any medical condition such as asthma, claustrophobia, heart conditions, seizures or neck or back problems.
- All participants under 18 must have adult supervision.
- Not for use by persons who have a waistline of 40 inches or greater.
- Not for use with more than one person in the KnockerBall® at the same time.
- Not for use by persons under the influence of alcohol or drugs.
- Not for use on pavement.
- Not for use near streets or roads with automobile traffic.
- Not for use in water.
- Not for use on hills or slopes.
- Always play knockerball® on a level grass surface within a large enclosed area.
- Always use under proper adult supervision.
- Always properly inflate theKnockerBall® before use.
- Always properly adjust and wear the shoulder straps and firmly grasp the inner handholds.
- Always remove eyeglasses and any sharp or heavy objects from clothing before use.
- Always wear shin protection as well as knee pads.
- Never attempt any stunts unless totally familiar with theKnockerBall®.
This free service provided to you by Global Stealth Network.
WHEREAS, COMPANY has created, invented, possesses and/or owns or has access to, valuable, intellectual property surrounding “KNOCKERBALL®,” confidential and proprietary information, experience, relationships and/or technology generally related to the methodologies and the components thereof, and all related issues, marketing models, financial models and business models (COMPANY “Confidential Information” as more particularly defined below), which COMPANY has revealed and/or will reveal to OPERATOR in confidence, for the purposes of allowing OPERATOR to carry on and conduct an independently owned and operated bubble soccer business, using certain of the “KNOCKERBALL®” intellectual property;
Operational Terms.COMPANY and OPERATOR each agree, as follows:
a. The Brand. COMPANY has expended time, money and effort to develop a unique system devoted primarily to sales of bubble soccer equipment. COMPANY identifies, markets and advertises its goods and services with the “KNOCKERBALL®” brand, service mark, trade name
i. OPERATOR agrees that COMPANY maintains full rights in any licensed domain names/URL’s and websites, specifically created for said OPERATOR under the terms of this Agreement. Any and all fees paid for the construction and provision of an OPERATOR website are non-refundable in the event of termination. Upon Termination, COMPANY shall continue to own and operate such domain names/
ii. In the event that OPERATOR has any rights to domain names/URL’s, has purchased any “
iii. OPERATOR shall cease and desist from the reference to the KNOCKERBALL® brand, in any social media.
e. Use of Mark.COMPANY is the sole and exclusive owner of the KNOCKERBALL® mark and KNOCKERBALL® name and all goodwill associated with or generated by use of the mark. OPERATOR’s use of the KNOCKERBALL® mark does not vest
k. Warranty Claims- OPERATOR agrees to use best efforts to fix or patch broken units prior to making claims for warranty for Knockerballs that are put into rental service. Certain product failures may be deemed unsafe for future use and the OPERATOR and COMPANY agree that those units that possess certain failures must be pulled out of service immediately. For
l. Limitation of Liability- COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO ANY PROGRAM DOCUMENTATION OR OTHER MATERIAL FURNISHED HEREUNDER, OR ANY COMPONENT THEREOF, AND EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT THERETO. WE HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES.
n. Indemnification- COMPANY will not be liable by reason of any act or omission by OPERATOR in its operation of the KNOCKERBALL® business or for any claim, cause of action or judgment arising therefrom against OPERATOR or COMPANY. OPERATOR must hold harmless, defend (with COMPANY’s choice of counsel) and indemnify COMPANY, and COMPANY’S respective equity holders, officers, directors, agents and employees, from and against any and all losses, expenses, judgments, claims, costs (including reasonable attorney fees) and damages arising out of or in connection with any claim against COMPANY, or cause of action in which COMPANY is, or becomes a named defendant, counter-defendant, third-party defendant or is otherwise brought into a claim or litigation, that arises, directly or indirectly, out of the construction or operation of, or in connection with, OPERATOR’s KNOCKERBALL® business, other than a claim, against COMPANY, which is finally determined to have resulted solely and directly and only from COMPANY’s gross negligence;
o. Insurance—OPERATOR must obtain prior to the of receipt of the Knockerballs themselves and maintain throughout the term of this Agreement such insurance coverages with such limits as specified below under policies issued by carriers rated “B+” or better by A.M. Best COMPANY:
i. Workers’ compensation and other insurance required by law;
ii. Commercial general liability insurance on an “occurrence” form covering all operations by or on behalf of you, providing insurance for bodily injury liability, property damage liability, premises
The limits of liability required for the policies specified in (ii) above are: $1,000,000.00 each occurrence (combined single limit for bodily injury and property damage); $1,000,000.00 personal injury liability; $1,000,000.00 aggregate for
Upon the failure of OPERATOR to provide a copy of the compliant policies to COMPANY, COMPANY may take down any subject websites, remove access to the subject forums and remove OPERATOR from the directory, pending the production to COMPANY of the compliant policies.
p. OPERATOR shall use his/her/its best efforts to perform the Operational Terms set forth herein. Noting, that although the COMPANY will not dictate the time, manner or method for the performance of the services hereunder, OPERATOR shall in all cases, perform under this Agreement in a faithful, diligent, responsible, and professional and workmanlike manner, using as high a degree of skill and care as is commercially reasonable under the circumstances, but with no less degree of skill and care than the industry standard;
q. Notwithstanding anything herein to the contrary, unless otherwise expressly granted in writing by the COMPANY in a separate signed writing, OPERATOR shall have no authority to bind the COMPANY to any contract, agreement or obligation, the acts of OPERATOR shall in no way constitute the acts the COMPANY, and OPERATOR shall not represent to any third party that
r. COMPANY and OPERATOR shall agree on all other substantive terms as necessary.
a. Confidential Information.For purposes of this Agreement, By way of illustration and not limitation, the term “Confidential Information” includes (a) trade secrets, inventions, recipes, designs, concepts, discoveries, techniques, developments, methodologies, photographs, mask works, ideas, processes, formulae, source and object code, data, programs, works of authorship, know-how, and improvements, notes, drawings, molds, specifications, job site photographs, analyses, studies, drafts, computer programs and programming, software, engineering reports or analyses, product catalogs and manufacturing materials for producing products; (b) information regarding plans for research, development, new products, patenting, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, functional overviews, screen layouts, report layouts, processing flow charts and other work products, drawings, proposals, job notes, reports, records, and specifications, whether the foregoing have been developed by or for the disclosing Party or otherwise obtained by the disclosing Party; (c) business relationships, contacts, suppliers and customers, prospects, strategies, records, files, or other similar information; (d) product agreements, service agreements, licenses, and negotiations; (e) disclosing Party’s policy and operating manuals or procedures, work-flow systems, product-design processes and systems and strategies for providing services; (f) personnel and staff lists, salary, or benefit information; and (g) any other confidential or private information concerning matters relating to the business of the disclosing Party, any of its customers, customers contacts, licenses, the prices it obtains or has obtained for the sale of its products and
d. Exclusions.The obligations imposed by this Agreement will not apply to any Confidential Information of a Party that (a) is already in the possession of the other Party as
e. No Proprietary Right/Nonuse.The receiving Party hereby agrees that any Confidential Information is and shall remain the sole and exclusive property of the disclosing Party for use in the disclosing Party’s business and shall be used solely in connection with furtherance of the business relationship with disclosing Party and shall not be used by receiving Party, directly or indirectly, in any other manner whatsoever. Under no circumstances whatsoever shall receiving Party have any proprietary or
5. Non-Circumvention Obligations.The Parties understand that in the performance of this Agreement they may each reveal to each other, contacts and relationships which are not otherwise known to the general public or to whom the general public may otherwise not have access, and agree as follows:
a. OPERATOR will not in any manner solicit, nor do business in any manner with individuals, entities, related parties or their affiliates (“
b. Source shall include, without limitation, any contact, contract or transaction with all persons, companies (e.g., limited liability companies, etc.), firms, partnerships (e.g., general partnerships, limited liability partnerships, etc.), corporations (e.g., domestic, foreign, international), co-ventures, joint ventures, trusts or any other entity with which they or any associate, agent, employee, or representative are or may be in any way associated or concerned, no matter the country of origin or origination of the association;
c. OPERATOR will not attempt either directly or indirectly, for the purposes of circumventing COMPANY, to make any contact with any individual or entity, including without limitation relationships, customers or clients, whose identity is made known to OPERATOR solely in connection with this Agreement, without the prior written approval of COMPANY. The identity of such individuals and entities shall be deemed proprietary and valuable to COMPAN
d. OPERATOR will maintain complete confidentiality regarding COMPANY’s Sources and will disclose such Sources to third parties, only pursuant to the prior written approval of COMPANY;
e. OPERATOR will not disclose names, addresses, e-mail address, telephone
f. OPERATOR also undertakes not to make use of any third party to circumvent this clause; and,
g. This clause shall be in force during the term of this Agreement and for one (1) year.
6. Inventions and Creations Belong to
a. Ownership and Assignment of Creations. Any and all inventions, discoveries, improvements, creations, works or ideas (collectively “Creations”) whether or not patentable, trademarkable or copyrightable which any Party has conceived or made or may conceive or make during the Term of this Agreement, and in any way, directly or indirectly, connected with COMPANY or its Confidential Information, shall be the sole and exclusive property of COMPANY. All Parties agree that (i) all works created by any Party or under COMPANY’s direction in connection with COMPANY’s businesses whether or not patentable or copyrightable are “works made for hire” and shall be the sole and complete property of COMPANY; (ii) any and all copyrights or patents to such works shall belong to COMPANY; and (iii) OPERATOR shall execute all documents that may be necessary to convey or assign any rights he/she/it may have in such Creations. To the extent such works are not deemed to be “works made for hire,” OPERATOR hereby assigns all proprietary rights to improvements, modifications, adjustments, prototypes, or other developments regarding the subject matter of the COMPANY Confidential Information, including copyright and trademark, in these works to COMPANY without further compensation.
b. If any of these improvements, modifications, adjustments, prototypes, or other developments made to the Creations becomes the subject of one or more intellectual property applications, the invention rights and any associated intellectual property rights shall be assigned from the inventing Party to COMPANY. All Parties agree to cooperate in the preparation and execution of any documents necessary to assign these invention rights and related intellectual property
c. In the event that the COMPANY is unable to for any reason, after reasonable effort, to secure any Party’s signature on any document needed in connection with the actions specified in the preceding paragraph, all Parties hereby irrevocably designate and appoint the COMPANY and its duly authorized officers and agents as such Party’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for and on any Party’s behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by any Party.
7. Covenant Not to Compete.In accordance with this Agreement, the Parties will gain knowledge of certain proprietary information belonging to the COMPANY and valuable confidential business or professional information. The Parties may also acquire substantial relationships with specific prospective or existing relationships, customers or clients and gain customer or client goodwill associated with the COMPANY’s ongoing business. The Parties may additionally be provided with extraordinary or specialized training, specific to the Party’s field of business and specific business. In light of the above, the Parties acknowledge and agree that the COMPANY is entitled to a Covenant Not to Compete and such restraint is reasonably necessary to protect the legitimate business interest or interests of the COMPANY.
a. Accordingly, during the Term of this Agreement, and for a period of twelve (12) months after the end of the Term of this Agreement for any reason, OPERATOR shall not, directly or indirectly, through or with another person or entity, compete with the COMPANY anywhere where COMPANY does business, nor shall OPERATOR own an interest in or, as principal, agent, contractor, consultant, or employee or otherwise, engage in activities for or renders services to any firm or business that competes with the COMPANY, “Compete” being defined as conducting business in the field related to related bubble soccer, and marketing same and licensing same for commercial purposes, and any related fields and components thereof and all related issues, manufacturing models, marketing models and business models and any ancillary field related thereto. The territory shall be deemed to initially be the United States of America, and such other Countries as the COMPANY may be doing business at any time, and also those Countries in which COMPANY has reasonably advanced toward doing business. Notwithstanding the foregoing, OPERATOR may have an interest consisting of publicly traded securities constituting less than one percent (1%) of any class of publicly traded securities in any public company engaged in a business that competes with the COMPANY, so long as OPERATOR does not contract with, is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company.
b. “Compete” shall additionally include without limitation, soliciting, providing services to, or otherwise engaging in a business transaction with customers or clients of the COMPANY or any affiliate of the COMPANY, or directly or indirectly soliciting for employment any of the COMPANY’s employees, or the employees of any of the COMPANY’S affiliates, or placing into public view any images, video, text or anything else created on behalf of the COMPANY, including but not limited to conceptual designs, works, b-roll, video, or images of any kind or any stage of completion or sharing, posting, displaying, or conversing about COMPANY projects on any social media or web sites, to include forums, personal pages or site, even whereas social media applications have been set to private (i.e Twitter, Facebook, YouTube, etc).
a. Termination for Cause.COMPANY may terminate this Agreement For Cause in the following circumstance: (1) if
b. Termination Without Cause.Either Party may terminate this Agreement, without “Cause” by delivering written notice to the other Party of such termination, at least thirty (30) days prior to the effective date of such termination.
c. Actions on Termination.Upon any Termination of this Agreement, or upon the natural expiration thereof,
i. Comply with Paragraph 3(c) above as to the KNOCKERBALL® brand;
ii. Upon the completion of the actions in Paragraph 8(c)(i) above, execute a formal Termination Agreement in the form provided by COMPANY, noting that until such formal Termination is executed, COMPANY may continue to charge OPERATOR the monthly fee as previously agreed (without otherwise reinstating this Agreement),
iii. Continue to comply with Paragraphs 4, 5, 6 and 7 of this Agreement.
9. Attorneys’ Fees – Applicable Law.This Agreement shall be governed
10. VENUE AND JURY WAIVER.IF ANY DISPUTE ARISES UNDER, OR RELATED TO, THIS AGREEMENT, THE PARTIES STIPULATE AND HEREBY AGREE THAT ANY LEGAL OR EQUITABLE ACTION OR PROCEEDING, REGARDLESS OF THE NATURE OF THE PROCEEDING SHALL BE BROUGHT ONLY IN THE CIRCUIT COURT OF THE SIXTEENTH JUDICIAL CIRCUIT COURT OF KANE COUNTY, ILLINOIS, OR THE EIGHTEENTH JUDICIAL CIRCUIT COURT OF DU PAGE COUNTY, ILLINOIS OR IN THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, CLAIMS BASED SOLELY ON COPYRIGHT OR PATENT INFRINGEMENT SHALL BE BROUGHT ONLY IN THE FEDERAL COURTS OF THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION. THE PARTIES TO THIS AGREEMENT FURTHER STIPULATE AND HEREBY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY CLAIM OR DISPUTE SHALL BE RESOLVED BY A JUDGE IN A BENCH TRIAL SETTING.
11. No Conflicting Obligations.OPERATOR hereby acknowledges and represents that OPERATOR’s execution of this Agreement and performance of its obligations and duties for the COMPANY under this Agreement will not cause any breach, default, or violation of any other engagement, non-disclosure, confidentiality, non-competition, or other agreement to which OPERATOR may be a party or otherwise bound. OPERATOR hereby agrees that OPERATOR will not use in the performance of the services for the COMPANY or otherwise disclose to the COMPANY any trade secrets or confidential information of any person or entity (including any former employer) if and to the extent that such use or disclosure may cause a breach or violation of any obligation or duty owed to such employer, person, or entity under any agreement or applicable law.
13. Successors and Assigns
15. Specific Performance and Injunctive Relief
16. Invalid Provisions.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, if any provision of this Agreement is held to be unenforceable because of a finding that it is unreasonable in any respect, the court of jurisdiction may determine the extent to which such paragraph or provision would be reasonable, and this Agreement shall be deemed amended accordingly and will be enforced to such extent.
17. Continuing Assurances.Each Party shall, whenever and as often as reasonably requested to do so by the other Party, execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all agreements and instruments as may be necessary, expedient or proper to carry out the intent and purposes of this Agreement, providing that the requesting Party shall bear the cost and expense of such further agreements or documents (except that the Parties shall bear their respective attorneys’ fees and costs).
18. Independent Contractor.The Parties agree that nothing in this Agreement shall be deemed to create the relationship of partnership, joint venture, or an employer-employee (w2). OPERATOR hereby specifically waives any claim of rights or benefits, whether present or future, under the COMPANY’s retirement plans or fringe benefits afforded its employees, or the COMPANY’s payment of Social Security taxes, workmen’s compensation, unemployment compensation or like benefits normally afforded its employees. OPERATOR and the COMPANY further acknowledge and agree that:
a. OPERATOR, in OPERATOR’s sole discretion, shall determine (i) when and where to perform this Agreement, and what facility to use, (ii) what tools or equipment to use in performing this Agreement, (iii) what workers, if any, to hire or to assist OPERATOR in performing this Agreement; and (iv) where to purchase supplies and services necessary for the OPERATOR to perform this Agreement, other than the KNOCKERBALL® brand bubble soccer balls and related equipment;
b. COMPANY will not provide OPERATOR with any computer equipment and OPERATOR will perform this Agreement using computer equipment procured by OPERATOR without the advice or assistance of the COMPANY;
c. the COMPANY will not provide OPERATOR with any detailed instructions or training relating to the running of their business;
d. Consistent with OPERATOR’s status as an independent contractor, the COMPANY will not provide OPERATOR with any company, individual or group insurance policy or any other kind of insurance coverage or employee benefit whatsoever; an
e. OPERATOR will hold itself out to the public as an independent contractor, separate and apart from COMPANY. OPERATOR will not make any contract, agreement, warranty or representation on COMPANY’s behalf without COMPANY’s prior written consent, nor incur any debt or other obligation in COMPANY’S name. This Agreement does not confer any rights or benefits to any person or entity not expressly named herein. OPERATOR must identify itself as the owner of the business in conjunction with the use of the KNOCKERBALL® mark, including on checks, invoices, receipts, letterhead and contracts, as well as at conspicuous locations on OPERATOR’s premises in a form that specifies OPERATOR’s name, followed by the phrase “an independently owned and operated business” or such other phrase as COMPANY shall direct.
19. Surviving Termination.Section 4. (Nondisclosure Obligations) and Section 5. (Non-Circumvention Obligations) and all Paragraphs of this Agreement reasonably necessary for the continued enforcement of the intent of this Agreement shall be deemed in full force and effect, and shall survive for 21 years after the Termination of this Agreement.
20. ACKNOWLEDGEMENT AND FURTHER
OPERATOR FURTHER AGREES THAT IT IS OPERATOR’S SOLE RESPONSIBILITY, AND NOT THE RESPONSIBILITY OF COMPANY, TO INSTRUCT THE USER ON THE PROPER AND SAFE USE OF KNOCKERBALLS, AND TO INFORM THE USER THAT EVEN PROPER USE OF WELL MAINTAINED KNOCKERBALLS MAY STILL RESULT IN SEVERE INJURY, PARALYSIS OR DEATH.
OPERATOR ACKNOWLEDGES HAVING READ THIS AGREEMENT CAREFULLY, AND OPERATOR HAS OBTAINED THE ADVICE OF INDEPENDENT COUNSEL OF OPERATOR’S CHOOSING, OR HAS CHOSEN NOT TO OBTAIN COUNSEL, AND OPERATOR UNDERSTANDS AND ACCEPTS THE OBLIGATIONS THIS AGREEMENT IMPOSES ON OPERATOR WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO OPERATOR TO INDUCE OPERATOR TO SIGN THIS AGREEMENT OTHER THAN THE TERMS CONTAINED HEREIN. THE UNDERSIGNED WARRANTS THAT HE OR SHE IS AUTHORIZED BY OPERATOR TO SIGN THIS AGREEMENT AND DOES SO VOLUNTARILY AND FREELY.