Platform Licence Agreement

In this Agreement the following terms have the meanings set out below:

"Licensor" means Fan Vote Online, the owner and operator of the Platform Structure.

"Licensee" means the sports club, organisation, or entity entering into this Agreement with the Licensor.

"Platform Structure" means the proprietary fan token voting system, architecture, methodology, workflows, and associated intellectual property developed by Fan Vote Online, including but not limited to the token-gated real-time voting system, coach decision interface, fan registration flow, revenue distribution model, and all related processes and documentation.

"Licence Fee" means the royalty or revenue share payable by the Licensee to the Licensor as specified in Schedule A of this Agreement.

"Effective Date" means the date on which both parties have executed this Agreement.

"Term" means the duration of this Agreement as specified in clause 9.

"Authorised Use" means the Licensee's use of the Platform Structure solely for the purpose of operating a fan token voting system for the Licensee's own registered club and its registered fan base.

2.1  Subject to the terms and conditions of this Agreement and payment of the Licence Fee, the Licensor grants to the Licensee a non-exclusive, non-transferable, revocable licence to use the Platform Structure solely for Authorised Use within the Licensee's own club operations.

2.2  This licence does not permit the Licensee to:
(a)  sub-licence, resell, transfer, assign, or otherwise make available the Platform Structure or any part of it to any third party;
(b)  use the Platform Structure for the benefit of any club, organisation, or entity other than the Licensee;
(c)  copy, reproduce, reverse-engineer, decompile, or create derivative works based on the Platform Structure;
(d)  remove or alter any proprietary notices, branding, or attribution associated with the Platform Structure;
(e)  use the Platform Structure in any manner that competes with the Licensor's business.

2.3  All rights not expressly granted in this Agreement are reserved by the Licensor.

3.1  Self-Managed Licence
The Licensee operates and manages the Platform Structure independently using the Licensor's approved framework. The Licence Fee is a royalty of two percent (2%) of all gross token revenue generated by the Licensee through the Platform Structure, payable monthly in arrears.

3.2  Fully Managed Licence
The Licensor builds, deploys, and manages the Platform Structure on behalf of the Licensee. The Licence Fee is thirty percent (30%) of all gross club token revenue generated through the Platform Structure, payable monthly in arrears.

3.3  The applicable licence model and fee structure shall be confirmed in Schedule A attached to this Agreement.

3.4  The Licensor reserves the right to audit the Licensee's token revenue records on reasonable notice to verify the accuracy of royalty payments. The Licensee shall maintain accurate records of all token transactions for a minimum of five (5) years.

3.5  Late payments shall accrue interest at the rate of ten percent (10%) per annum calculated daily from the due date until the date of payment.

4.1  The Licensee acknowledges that the Platform Structure and all intellectual property rights therein are and shall remain the exclusive property of the Licensor.

4.2  The Licensor's platform structure, system architecture, fan token voting methodology, and associated processes are proprietary and protected under applicable intellectual property law. International IP protection has been filed via the World Intellectual Property Organization (WIPO).

4.3  Nothing in this Agreement transfers or assigns any intellectual property rights to the Licensee. The Licensee acquires only the limited licence rights expressly set out in clause 2.

4.4  The Licensee shall promptly notify the Licensor of any actual or suspected infringement of the Licensor's intellectual property rights that comes to the Licensee's attention.

4.5  The Licensee shall not, during or after the Term, challenge or contest the Licensor's ownership of or rights in the Platform Structure or any related intellectual property.

5.1  Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the prior written consent of the disclosing party.

5.2  "Confidential Information" includes the Platform Structure documentation, technical specifications, business processes, pricing, financial information, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.3  The confidentiality obligations in this clause shall survive termination or expiry of this Agreement for a period of five (5) years.

5.4  The obligations in this clause do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

6.1  The Licensee shall:
(a)  use the Platform Structure only for Authorised Use and in accordance with any guidelines or instructions provided by the Licensor from time to time;
(b)  ensure that all fans and users of the Licensee's token voting system are at least eighteen (18) years of age;
(c)  comply with all applicable laws and regulations in connection with its use of the Platform Structure, including but not limited to consumer protection, data privacy, and financial services laws;
(d)  maintain adequate systems and processes to protect fan data collected through the Platform Structure;
(e)  not make any representations about the Platform Structure that are false, misleading, or inconsistent with the Licensor's published materials;
(f)  promptly pay all Licence Fees when due;
(g)  cooperate with the Licensor's reasonable audit requests under clause 3.4.

7.1  The Licensor warrants that it has the right to grant the licence set out in this Agreement and that, to the best of its knowledge, the Platform Structure does not infringe the intellectual property rights of any third party.

7.2  The Platform Structure is provided on an "as is" basis. To the maximum extent permitted by law, the Licensor makes no warranty, express or implied, regarding the Platform Structure, including but not limited to warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation.

7.3  The Licensee warrants that: (a) it has full authority to enter into this Agreement; (b) it will use the Platform Structure only for lawful purposes; and (c) all information provided to the Licensor in connection with this Agreement is accurate and complete.

8.1  To the maximum extent permitted by applicable law, the Licensor's total aggregate liability to the Licensee under or in connection with this Agreement shall not exceed the total Licence Fees paid by the Licensee to the Licensor in the twelve (12) months immediately preceding the event giving rise to the claim.

8.2  In no event shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of goodwill, even if the Licensor has been advised of the possibility of such damages.

8.3  Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.

9.1  This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months, unless terminated earlier in accordance with this clause. The Agreement shall automatically renew for successive twelve (12) month periods unless either party gives the other not less than thirty (30) days' written notice of non-renewal prior to the end of the then-current term.

9.2  Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach of this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice requiring it to do so; (b) becomes insolvent, enters administration, or is wound up; or (c) ceases to carry on business.

9.3  The Licensor may terminate this Agreement immediately by written notice if the Licensee: (a) fails to pay any Licence Fee when due and does not remedy the failure within seven (7) days of written notice; (b) uses the Platform Structure in breach of clause 2.2; or (c) challenges the Licensor's intellectual property rights.

9.4  On termination or expiry of this Agreement: (a) all licence rights granted to the Licensee immediately cease; (b) the Licensee shall immediately cease all use of the Platform Structure; (c) all outstanding Licence Fees become immediately due and payable; and (d) clauses 4, 5, 8, 10, and 11 shall survive.

10.1  This Agreement is governed by and construed in accordance with the laws of South Australia, Australia.

10.2  The parties submit to the exclusive jurisdiction of the courts of South Australia and the Federal Court of Australia.

10.3  Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than twenty-one (21) days from the date one party notifies the other of the dispute in writing.

10.4  If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by the Australian Disputes Centre before resorting to litigation.

11.1  Entire Agreement. This Agreement (including Schedule A) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

11.2  Amendments. No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties.

11.3  Waiver. A failure or delay by a party to exercise any right or remedy does not constitute a waiver of that right or remedy.

11.4  Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11.5  Assignment. The Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Licensor. The Licensor may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.6  Notices. All notices under this Agreement shall be in writing and sent to the email addresses specified in Schedule A or as otherwise notified in writing. Notices sent by email are effective on the date sent, provided no delivery failure notification is received.

11.7  Relationship. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

The following details are to be completed and agreed by both parties at the time of execution:

Licensee Club Name: ___________________________________

Licensee Contact Name: ___________________________________

Licensee Email Address: ___________________________________

Licensee Sport / League: ___________________________________

Licence Model (select one):
☐  Self-Managed — 2% royalty on gross token revenue
☐  Fully Managed — 30% of gross club token revenue

Effective Date: ___________________________________

Initial Term: 12 months from the Effective Date

Licensor: Fan Vote Online
Licensor Email: [email protected]
Licensor Website: https://efanvote.com

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EXECUTED as an agreement:

SIGNED for and on behalf of the LICENSOR
Fan Vote Online

Signature: ___________________________________
Name: ___________________________________
Date: ___________________________________

SIGNED for and on behalf of the LICENSEE

Signature: ___________________________________
Name: ___________________________________
Title: ___________________________________
Date: ___________________________________