Evil Geniuses (EG) LLC
This Competitor Participation Agreement (the “Agreement”) is entered into as of the date the Competitor submits the Circuit registration form (the “Effective Date”) by and between the individual identified in such registration form (the “Competitor”) and The Evil Geniuses (EG) LLC (“Operator”). In consideration of the promises listed herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Competitor and Operator (each, a “Party”; collectively, the “Parties”), the Parties agree as follows:
This Agreement shall begin on the Effective Date and shall terminate two (2) weeks following the conclusion of the last Circuit Event (as defined below) in which the Competitor participates (the “Term”).
Operator is hosting a Minecraft (the “Game”) competitive circuit titled “Gridlock” (the “Circuit”). The Circuit shall consist of multiple phases of competition across the European (“EU”) and North American (“NA”) regions (each, a “Region”), as further described below. Competitors shall participate as members of teams (“Teams”), such Teams and their rosters to be determined and approved by Operator in its sole and absolute discretion. Each individual tournament, qualifier, regional, or finals event within the Circuit is referred to herein as a “Circuit Event.”
The Circuit shall include a qualifier phase (the “Qualifier Phase”), consisting of the following stages:
The Circuit shall include three (3) regional competitions (each, a “Regional”), each consisting of a SWISS format stage followed by a bracket stage for prizing, structured as follows:
The top four (4) Teams from each Region, determined by overall SWISS format record across all Regionals, shall qualify for the Grand Finals. The Grand Finals shall be held on December 5–6, 2026 (SWISS format for seeding) and December 12-13, 2026 (bracket for prizing). Total Grand Finals prize pool: Fifteen Thousand Dollars ($15,000).
The competitive format, detailed rules, Competitor conduct requirements, streaming obligations, and match procedures for each Circuit Event shall be set forth in the #tournament-info channel of the Circuit Discord server (playgridlock.gg/discord) and are incorporated herein by reference (collectively, the “Circuit Structure”). Operator shall have final discretion on any ruling, interpretation, or match decision made throughout the Circuit.
Operator may change the schedule, Circuit Structure, Circuit Event dates, and format of any Circuit Event, provided that Operator provides prior written notice of such changes to Competitors. In the event of such a change, if a Competitor can no longer participate in a Circuit Event due to any such change, the Competitor shall have no liability to the Operator or any other person with respect to such Circuit Event. Additionally, Operator may set additional rules and policies to govern the operation of the Circuit, and a copy of such rules and policies in place as of the Effective Date shall be provided to the Competitor (the “Circuit Rules”). The Competitor expressly agrees to comply with the Circuit Rules. In the event of any conflict between this Agreement and the Circuit Rules, this Agreement shall govern.
The Game is created by Mojang Studios, who may publish certain guidelines and policies for participants of the Game and/or Game tournaments, which may include, but is not limited to, Terms of Service and rules for competitive integrity (the “Publisher Rules”). The Competitor expressly agrees to comply with the Publisher Rules. In the event of any conflict between the Publisher Rules and this Agreement, Parties shall work together in good faith to adjust this Agreement to comply with the Publisher Rules. No action or omission which is required by the Publisher Rules by either Party will be considered a breach of this Agreement.
The Competitor hereby agrees to participate in the Circuit as a member of a Team. As a participant in the Circuit (a “Participant”), the Competitor is obligated to:
Operator shall distribute prize money (“Prize Money”) to qualifying Teams as follows:
Per region (EU & NA). The First Place Team shall receive $2,000, the Second Place Team shall receive $1,000, the Third Place Team shall receive $500, the Fourth Place Team shall receive $500, the Fifth Place Team shall receive $300, the Sixth Place Team shall receive $300, the Seventh Place Team shall receive $200, and the Eight Place Team shall receive $200. Total prize pool per Regional: Ten Thousand Dollars ($10,000), split Five Thousand Dollars ($5,000) per Region (EU & NA).
Per region (EU & NA).The First Place Team shall receive $3,500, the Second Place Team shall receive $2,000, the Third Place Team shall receive $1,000, and the Fourth Place Team shall receive $1,000. Total Grand Finals prize pool: Fifteen Thousand Dollars ($15,000), split Seven Thousand Five Hundred Dollars ($7,500) per Region (EU & NA).
No Prize Money shall be awarded during the Qualifier Phase.
Prize Money shall be distributed to the Team and allocated among Team members as determined by Operator.
Operator shall pay the Prize Money to the applicable Teams net sixty (60) days after the conclusion of the applicable Circuit Event, and although such payment date may fall after the Term of this Agreement with respect to individual Competitors, the payment obligation shall survive the expiration and/or termination of this Agreement.
Competitors shall be fully responsible for any taxes or fees associated with their receipt of Prize Money.
Operator grants to the Competitor a perpetual non-exclusive, sublicensable, license to use, reproduce, monetize, promote, host, display, broadcast, distribute, and stream (i) Operator’s trademarks, name, logos, and other distinctive brand features and (ii) the Image Rights (collectively the “Operator Material”), solely in connection with promotion of the Circuit and the Competitor’s participation in the Circuit. For the avoidance of doubt, the Competitor may co-stream any Circuit Event broadcast as long as the Circuit name and required promotional materials are visible on stream. The foregoing license shall be granted on a perpetual basis to the Competitor solely to the extent any Operator Material is integrated into existing media during the Term of this Agreement. In no event is the Competitor permitted to use Operator Material to imply Operator’s or the Circuit’s affiliation or endorsement of any third-party.
The Competitor hereby grants to Operator a non-exclusive, sublicensable, royalty-free license to use, reproduce, promote, host, display, broadcast, distribute, and stream the Competitor’s gamer tag, username, profile information, and any other materials provided to the Operator for use in connection with the Circuit (the “Competitor Content”) in any and all media in connection with the Circuit. The foregoing license shall survive the Term solely to the extent any Competitor Content is integrated into media published during the Term of this Agreement.
The Competitor hereby grants to Operator a non-exclusive, sublicensable, royalty-free license to use, reproduce, promote, host, display, broadcast, distribute, and stream the Competitor’s name, gamer tag, gameplay footage, and voice communications captured during any Circuit Event (the “Competitor Likeness”) in any and all media in connection with the Circuit. The foregoing license shall survive the Term solely to the extent any Competitor Likeness is integrated into media published during the Term of this Agreement.
The Competitor agrees that any and all gameplay recordings, stream footage, voice communications, or other audiovisual content captured or created by Operator in connection with the Competitor’s participation in the Circuit shall remain the property of Operator (the “Circuit Content” and together with the Competitor Content and Competitor Likeness, the “Image Rights”). Operator shall have a non-exclusive, royalty-free right to use, edit, reproduce, prepare derivative works, adapt, post, stream, copy, display, perform, transmit, broadcast, and otherwise exploit the Circuit Content in any and all media, in connection with the Circuit, including without limitation, advertising, promotion, redistribution, or any other lawful purpose, without additional compensation, consideration, notification, or permission, except where prohibited by law.
Notwithstanding anything contained to the foregoing, in no event is the Operator permitted to use the Competitor Content or Competitor Likeness to imply the Competitor’s direct endorsement of any third-party. The Competitor expressly agrees and understands the Circuit may be sponsored by third-parties, and Competitor Content and/or Competitor Likeness may appear on stream, media, or other content related to the Circuit with the marks and logos of such third-parties.
Neither Party will be required to remove any videos, social media posts, or other content published during the Term after the Term, provided such content complies with the terms otherwise set forth herein.
Each Party represents and warrants as follows:
The Competitor further represents and warrants that:
Either Party can terminate this Agreement in the event the other Party materially breaches this Agreement and does not cure said breach within ten (10) days written notice from the non-breaching party.
Operator can terminate this Agreement and disqualify the Competitor from the Circuit immediately upon written notice to Competitor in the event the Competitor violates the Publisher Rules and the Competitor has not cured such violation within two (2) business days of receiving such notice of a violation if such violation is capable of being cured.
Operator can terminate this Agreement and disqualify Competitor from the Circuit immediately upon written notice to the Competitor in the event the Competitor violates the Circuit Rules and does not cure such violation within twenty-four (24) hours of written notice from Operator.
Operator can terminate this Agreement at any time for any reason until thirty (30) days prior to the first Circuit Event in the applicable phase in which the Competitor is registered to participate.
In the event of termination, neither Party shall have any further obligations to the other Party. For the avoidance of doubt, the Competitor will not be eligible to earn any Prize Money for any Circuit Event occurring after the effective date of termination. Any Prize Money earned prior to termination shall remain payable in accordance with Section 4.
Each Party hereby indemnifies, defends, and holds harmless the other Party from and against any claims, losses, damages (including reasonable attorney’s fees) incurred or suffered as a result of or in connection with the Party’s material breach of this Agreement, including, without limitation, any representations and warranties hereto.
The Competitor understands and agrees that there are risks involved with participating in the Circuit, including but not limited to risks associated with internet connectivity, hardware or software malfunction, server downtime, cybersecurity incidents, and other technical disruptions. To the full extent permitted under law, the Competitor assumes all risk of any such disruptions, losses, or damages to the Competitor’s equipment, data, or online accounts arising from or in connection with the Competitor’s participation in the Circuit, unless such damages are caused by Operator’s gross negligence, fraud or intentional misconduct, provided that nothing herein shall limit the Operator’s liability for a breach of this Agreement. For the avoidance of doubt, Operator shall not be responsible for any Competitor’s failure to participate in or complete any Circuit Event due to the Competitor’s own internet connectivity, hardware, software, or other technical issues.
Neither Party shall be liable to the other for any indirect, incidental, special, punitive or consequential damage from any claim or cause whatsoever or for direct or indirect loss of profits, revenue or goodwill, arising out of or in connection with this Agreement or the Circuit. Except for any indemnification obligations, neither Party’s liability shall exceed Ten Thousand Dollars ($10,000), provided that, none of the limitations set forth in this Section 10 shall apply to damages or liabilities associated with a Party’s fraud, gross negligence or willful misconduct.
Each Party (the “Disclosing Party”) may from time to time during the Term of this Agreement disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, which information is either marked as confidential or proprietary or which a reasonable person would understand to be confidential given the circumstance and nature of the disclosure (“Confidential Information”). The Receiving Party will not disclose, reveal or make available the Confidential Information, in whole or in part, in any manner whatsoever to any affiliate, person, entity, corporation, partnership or other third party or individual other than its officers, directors and employees (collectively “Representatives”) who are actively engaged in the transactions covered by this Agreement and need to know such Confidential Information in connection therewith and who have been advised by the receiving party of the confidential nature of such information, and have agreed to be bound by confidentiality terms at least comparable to those herein. Notwithstanding anything to the contrary, Confidential Information shall not include any of the following: (i) information that the receiving party can demonstrate, by competent written proof, was already in the receiving party’s possession on a non-confidential basis prior to the date of disclosure by the disclosing party, from a source other than the disclosing party, its affiliates or representatives which source was not, to the knowledge of the receiving party, itself bound by a contractual, legal or fiduciary obligation to the disclosing party or its affiliates and itself had not received such information, directly or indirectly, from a person so bound; (ii) information which is obtained by the receiving party from a third person on a non-confidential basis who, insofar as is known to the receiving party, is not prohibited from transmitting the information to the receiving party by a contractual, legal or fiduciary obligation to the disclosing party or its affiliates and itself had not received such information, directly or indirectly, from a person so bound; (iii) information which is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the receiving party; or (iv) information which is independently developed by the receiving party without use of or reference to the Confidential Information.
To the extent permitted by law, each Party agrees that it will not publicly disparage, or make derogatory, pejorative or offensive remarks about the other Party, the Circuit, or any person or entity affiliated with any of the foregoing, provided that, nothing herein shall restrict a Party from making any statement (i) as requested or required by any governmental authority or applicable law or order, (ii) in the case of truthful testimony or in response to a legal proceeding, or (iii) in connection with any action in which a Party is enforcing or defending such Party’s rights under this Agreement.
The laws of the State of Delaware shall govern this Agreement.
The Parties agree that should a dispute arise between them in any manner concerning or relating to this Agreement, including the arbitrability of this Agreement, other than injunctive relief and equitable relief, the dispute shall be submitted to and settled by binding and confidential arbitration in accordance with the rules of the American Arbitration Association in New York, New York. The Parties shall bear their own legal fees and costs in any arbitration and shall equally split the fees of the arbitration and the arbitrator. Any decision and findings of the arbitrator shall be final and binding on the Parties and held confidential by the Parties, and the Parties agree to execute all documents necessary to maintain such confidentiality.
The relationship the Parties establish through this Agreement is that of an independent contractor, and nothing contained in this Agreement shall create a partnership, joint venture, agency, employer/employee or similar relationship (including that of a worker).
Sections 4–13 shall survive the termination and expiration of this Agreement.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement shall not be deemed invalid but shall remain in full force and effect, and shall be enforced to the fullest extent permitted by law.
Operator may assign or transfer this Agreement to any parent, subsidiary or affiliated company of Operator or to any company with or into which Operator may merge or consolidate, provided that any such assignment shall not relieve Operator of any of the obligations hereunder. Any other assignment or transfer by either Party is prohibited without the prior written consent of the other Party.
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and/or contemporaneous written or oral agreements and understandings pertaining hereto. Its enforceability is not dependent on the enforceability or effectiveness of any other agreement, document or understanding.
