Overview
We're SkillScratch, the inventors of the skill-based scratch off card. We invested significantly in inventing the skill-based scratch off card, and we're excited to potentially work with you to let you offer it to your own users.
We work with new companies through our Startup Plan and existing companies through our Enterprise Plan. Below you'll see the criteria for each and be able to determine which plan your company requires.
Access to our Licensing Program requires an application and we target two (2) weeks to evaluate and approve Startup Plan companies and four (4) weeks to evaluate and approve Enterprise Plan companies.
To begin an application, please email license@skillscratch.com and a member of our Licensing Team will be in contact to schedule a call. Please ensure that on the introductory call, all relevant team members are on the call to ensure we can make the best use of your and our time.
FULL PRELICENSING AGREEMENT
1. Introduction
This Pre-Licensing Agreement is for any parties who wish to use a BuildLabs LLC mobile application and may in the future offer a similar application that may infringe on or use the Company’s intellectual property. BuildLabs LLC has invested significant resources into the development of its award-winning mobile applications, including SkillScratch, to ensure their compliance, success, and reputation.
Given the presence and potential for bad actors in the market, BuildLabs LLC offers this Pre-Licensing Agreement to anyone who wishes to use a BuildLabs LLC mobile application in order to prevent harm to users, ensure regulatory compliance, and protect against infringement. By entering into this Agreement you’re binding yourself and affiliated entities to the below terms.
This Agreement lets you and your affiliated entities lock in a licensing fee, and additionally provides for two real-value cards at signup, for free, (the “Free Cards”) as consideration for agreeing to these terms. The Free Cards are granted to all users who agree to these terms and do not expire, ensuring that they are granted and valid regardless of whether at the time of granting the user is an eligible state to play.
If you, or your Entity, are interested in offering the Scratch Game, as defined below, and wish to negotiate terms for a Pre-Licensing Agreement other than those placed herein, PLEASE DO NOT AGREE to this Agreement and visit the Licensing Page on our website (skillscratch.com/legal/licensing) to reach out and book an introductory call. We do our best to make the process as easy as possible for prospective licensees but take reviewing the reputation and capabilities of our licensees seriously. If you, or your Entity, are interested in obtaining a license directly from the Company, please also follow the above process.
This Pre-Licensing Agreement ("Agreement") governs your offering of any real-money wagering which fits the definition of a Scratch Game (as further defined below). By agreeing to this in our mobile application ("App"), you ("User") agree to be bound by this Agreement. This Agreement EXTENDS AND BINDS to any company, organization, or entity ("Entity" as defined below) that you represent, are employed by, or are associated with, including any Entity that offers, plans to offer, or is considering offering mobile applications, websites, or similar services.
If you do not have the authority to bind an Entity or are unsure of whether you have the authority to bind an Entity (the “Potentially Bound Entity”), you must notify the Company and the Potentially Bound Entity within three days of the effective date of this Agreement. The Company shall be notified by emailing legal@skillscratch.com and this notice shall include the name of the Potentially Bound Entity and your name. If you fail to notify the Company as required above, the Company will assume that you had the legal ability to bind the Potentially Bound Entity until a final legal decision determines otherwise and as described below, User will indemnify the Company for legal fees relating to challenges like this. Notwithstanding anything herein, any Potentially Bound Entity for which the Company is notified as discussed above will not be bound by this Agreement.
THIS AGREEMENT CONTAINS IMPORTANT CLAUSES INCLUDING BUT NOT LIMITED TO LIQUIDATED DAMAGES, SUBSTANTIAL PENALTIES, THAT CERTAIN PROVISIONS WITHIN CONTRACTS WITH CERTAIN INDIVIDUALS ARE VOID INCLUDING BUT NOT LIMITED TO CLASS ACTION WAIVERS WITH OUR USERS, AND PERSONAL LIABILITY IN THE CASE OF INFRINGEMENT. READ IT CAREFULLY AND DO NOT AGREE TO THIS AGREEMENT OR USE THE APP UNLESS YOU FULLY UNDERSTAND AND AGREE TO BE BOUND BY THE FOLLOWING TERMS TO THE MAXIMUM EXTENT.
2. Definitions
- User: As defined above, any individual who downloads, accesses, or uses the App.
- Entity: Any company, organization, or business that the User owns (in part or whole including indirectly or constructively), is employed by, represents, or is otherwise associated with. If an Entity is already bound by a BuildLab’s Licensing Agreement or a BuildLab’s Pre-Licensing Agreement with the Company as of the effective date of this Agreement, notwithstanding anything herein, this Agreement will not bind the Entity.
- Scratch Game: Any app, game, or website which involves real money wagering games offered as "scratch-offs" or similar terms. This includes games that use a grid-like puzzle where users tap, scratch, or reveal elements to determine a win, in which speed may or may not be an additional factor. For the avoidance of doubt, it encompasses any such game offered under the pretense of skill or as a sweepstakes promotion. This definition will only apply to any game which infringes on or uses intellectual property found in any Trademarks (as defined below) of the Company or any Patents or Pending Patents (as defined below) of the Company.
- Trademarks: The Company's pending trademarks, registered trademarks, and any associated words, phrases, or terms, including but not limited to any language that could cause a likelihood of confusion with these trademarks: some text
- SkillScratch™
- Scratch Puzzle™
- Skill Scratch Off Card™
- Skill Based Scratch Off Card™
- Real Cash Scratch Off Card™
- Real Money Scratch Off Card™
- Patents: Any patents assigned to the Company as of the Effective Date of this Agreement as well as any patents subsequently assigned to the Company after the Effective Date of this Agreement in any jurisdiction whatsoever.
- Pending Patents: Any patent application or provisional patent applications which are assigned to the Company whether for design or utility as of the Effective Date of this Agreement as well as any patent applications which have been assigned to the Company after the Effective Date and have been published by the United States Patent and Trademark Office or equivalent body in other jurisdictions. For avoidance of doubt, no patent application shall be considered a part of the Pending Patents if a final unappealable denial has been issued by the United States Patent and Trademark Office or equivalent body in other jurisdictions. As of the Effective Date of this Agreement, the Company is the assignee of the non-published patent applications are limited to Patent Application 63/729,939 (A NOVEL BOARD APPARATUS TO PLAY A SKILLS BASED SCRATCH-OFFS FOR MONETARY REWARDS ON A MOBILE DEVICE)
- License Fee: A fee structure, as described below in Section 4, that is required to offer a version of the Scratch Game and is locked in for future licensing agreements.
- Unauthorized Use: Any use, replication, development, or incorporation of the Scratch Game, Trademarks, Patents, Pending Patents or any similar real money wagering scratch-off-like games, without obtaining a proper license from the Company. To the extent that a party does not have access to a claim from the Pending Patents, upon notice to the Company at legal@skillscratch.com, the Company will provide it within five (5) business days. Notwithstanding any remedy provided herein, a party may challenge whether a claim covered by a Pending Patent is patentable, under US patent law, only to the extent that the claim is still and has always been pending before United States Patent and Trademark Office (“USPTO”). Upon a court of competent jurisdiction determining in a final unappealable order determining that the pending claim is not patentable, the party is not required to obtain a license from the Company to enact the pending claim but remains liable to the Company for any fees accrued prior to the order. A party may not benefit from another challenge to the patentability of a pending claim.
3. Licensing Requirements
3.1. Users and Entities agree that they must obtain a license from the Company prior to using, developing, implementing, or incorporating a version of the Scratch Game or Trademarks into any application, website, product, or service. The Company and the User or Entity seeking a license agree to negotiate in good faith a licensing agreement using industry language and terms in a manner mutually agreeable where such agreement will not have a licensing fees higher than those set forth in Section 4. Notwithstanding the foregoing, the Company has the exclusive right to decline to license to any party that the Company believes poses excessive risk, including but not limited to reputational risk.
3.2. All Licensing Fees must be paid in full and prior to any use. Subject to any license agreement, the parties intend that the license will be non-transferable and non-assignable.
3.3. Subject to any license agreement, the parties intend that the license covers only the specific use agreed upon and does not grant any rights to sub-license or further distribute the Scratch Game or Trademarks.
3.4. The Users and Entities agree that they will not (and will cause any person affiliated with them to not) initiate, participate or assist, formally or informally, directly or indirectly, in any challenge litigation, reissue, review, reexamination, cancellation or other opposition in any country, jurisdiction or supranational body (“Adverse Proceeding”) to the extent such Adverse Proceeding challenges the scope, enforceability, validity, ownership, or other right pertaining to the Patent. Nothing will prevent the Users or Entities from complying with obligations to extent compelled by valid legal process.
4. Licensing Fees
4.1. The parties agree that the required licensing agreement will depend upon the Entity’s current engagement in real-money gaming, or their annual revenue. The parties agree that in any licensing agreement, the Company will not charge more than the fees listed in this Section. The User and Entity agree that such fees are reasonable for the use of the intellectual property of the Company. The Company reserves the exclusive right to determine and enforce which plan an Entity is obligated to enter subject to these criteria:
4.2. The Startup Licensing Fees is for Entities that do not currently engage in real-money gaming. The licensing fee for the Startup Licensing Plan is 35% of the Entity’s gross revenue, or $320,000 (USD) per year, whichever is higher.
4.3. The Enterprise Licensing Plan is for any Entity that (i) engages in real-money gaming activities, (ii) generates more than $15,000,000 (USD) in annual revenue, or (iii) has any beneficial owner, parent entity, or related party involved in skills-based or real-money gaming or that generates $15,000,000 (USD) or more in annual revenue. The licensing fee for the Enterprise Licensing Plan is the greater of 25% of the Entity’s gross revenue or $4,000,000 (USD) per year.
4.4. The parties agree that any licensing agreement will require the party to pay the first year’s licensing fees in full and upfront, without exception. Only after the completion of the first year may parties be considered for monthly invoicing, contingent upon the Company’s exclusive approval and a demonstrated history of compliance with all terms. The Company maintains absolute authority to approve or deny monthly invoicing based on its internal assessment. This upfront payment requirement ensures the Entity’s financial capability to fulfill obligations related to compliance, user acquisition, and technical implementation, and the Company will strictly enforce these provisions.
5. Binding Agreement
5.1. By agreeing to this Agreement, the User acknowledges and consents on behalf of themselves and any Entity they are associated with.
5.2. The User warrants and represents that they have the authority to bind any associated Entity to this Agreement.
5.3. The obligations under this Agreement survive termination of use of the App and remain in effect indefinitely.
6. Prohibited Activities
- 6.1. Users and Entities agree they are prohibited from:some text
- a. Developing, offering, or promoting any application, website, product, or service that includes real money wagering games similar to the Scratch Game, including but not limited to:some text
- (i) Scratch-off or scratcher-style games involving real money wagering.
- (ii) Grid-like puzzles where users tap, scratch, or reveal elements to determine a win, with the opportunity to win real money.
- (iii) Games presented under the pretense of skill to facilitate legal wagering.
- (iv) Sweepstakes or contests that emulate the Scratch Game's functionality, or are presented as a scratch-off-like game.
- b. Using, imitating, or incorporating the Company's Trademarks or any wording that would conflict with or cause confusion with the Company's Trademarks.
- c. Using any other wording, branding, marketing copy, or representation that would imply they offer a scratch-off-like game with real-money wagering, whether through a license, under skills-based gaming laws, or under sweepstakes laws.
- a. Developing, offering, or promoting any application, website, product, or service that includes real money wagering games similar to the Scratch Game, including but not limited to:some text
7. Intellectual Property Rights
7.1. The Scratch Game and Trademarks are the exclusive property of the Company and are protected by intellectual property laws and treaties.
7.2. Unauthorized use of the Puzzle Mechanic or Trademarks constitutes infringement of the Company's intellectual property rights.
8. Liquidated Damages
8.1. In the event of Unauthorized Use or engagement in Prohibited Activities, the User agrees to pay the Company liquidated damages in the amount of three times the Licensing Fees (the “Agreed-upon Damages”), in addition to any other remedy available to the Company.
8.2. In the event of Unauthorized Use or engagement in Prohibited Activities, the Entity separately agrees to pay the Company separate liquidated damages in the amount of three times the Licensing Fees, in addition to any other remedy available to the Company.
8.3. Both the User and the Entity agree that the liquidated damages specified herein represent a fair and reasonable estimate of the Company's actual damages in the event of a breach and are not penalties. The User and the Entity further agree not to contest the validity or enforceability of these liquidated damages on any grounds
8.4. THE LIQUIDATED DAMAGES CLAUSE SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND, ABSENT THESE CLAUSES, THE PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT, AND THE COMPANY WOULD NOT PERMIT USE OF THE APP.
9. Recurring Fees for Non-Compliance
9.1. For each thirty (30) days that Unauthorized Use or engagement in Prohibited Activities has occurred or continues to occur, the User and their Entity agree to separately pay an additional 1/6th (16.66%) of the applicable Licensing Fees.
9.2. Recurring fees accrue at the beginning of every thirty day period and are due within fourteen (14) days of accrual.
9.3. Nothing in Sections 9.1 and 9.2. cabin the Company from seeking any other remedy for a breach of this Agreement.
10. Personal, Company Liability, and Indemnification by User
10.1. The User agrees to be personally (jointly and severable) liable for any breaches of this Agreement, in addition to the liability of their Entity.
10.2. The Company reserves the right to pursue legal action against both the User and their Entity for any violations.
10.3. User acknowledges that the Company relies on the User’s representation that it has the authority to bind the Entity and that the User is required to notify the Company about any Entity the User is not authorized to bind. As such, if any Entity contests the User’s authority to bind the Entity, the User agrees to indemnify and hold harmless the Company for any expenses incurred from any claim that the Entity was not properly bound by the User. Any indemnity expenses will be due within thirty days of the Company incurring the expense. In addition, the User agrees that it is liable for any damages incurred by an Entity that it purported to bind but was found by a court of competent authority to not have the authority to bind.
10.4. Any Entity which authorizes, encourages, or induces a User to download and access this App will be construed as constructively authorizing the User to bind the Entity to this Agreement.
11. User Protection Provisions
11.1. Offering Persons. Any User or Entity subject to this Pre-License Agreement which offers any game described in Section 6.1(a) and does not have a licensing agreement with the Company is an “Offering Person” for purposes of this Section. This Section does not limit any other Section of this Agreement. For avoidance of doubt, The Offering Person is engaged in Unauthorized Use.
11.2. SkillScratch Player. A SkillScratch Player is defined as any person who has signed up for any mobile application of BuildLabs LLC or is a user of BuildLabs LLC or any individual who is not a corporation who has signed the BuildLabs LLC Pre-Licensing Agreement regardless of whether it is the same agreement as this Agreement.
11.2. Agreement to not Enforce Any Class Action Waivers. The Offering Person agrees the following waivers procured in any form or contract from the Company or any SkillScratch Player are void and unenforceable in all cases as a result of this Agreement: any (1) class action waiver, (2) waiver to the right of a jury trial, (3) waiver of the right to join or consolidate claims, and (4) waiver of the right to a private attorney general or other representative action in court. The parties agree that this clause is intended to create third party beneficiaries. To the extent the Offering Person is not aware of whether an individual is a SkillScratch Player, they shall not enforce any of the aforementioned waivers until they can confirm the individual is in fact not a SkillScratch Player. In any judicial proceeding to determine whether this clause is enforceable, the parties and any third party beneficiaries agree not to challenge the validity of any other provision of this Agreement.
11.3. Agreement to not Enforce Any Compelled Arbitration. The Offering Person agrees not to file any motion to compel arbitration under 9 U.S. Code § 4 or any similar law against the Company or any SkillScratch Player, regardless of any agreement to arbitrate under 9 U.S. Code § 4 or any similar law was procured. The parties agree that this clause is intended to create third party beneficiaries. To the extent the Offering Person is not aware of whether an individual is a SkillScratch Player, they shall not enforce any of the aforementioned waivers until they can confirm the individual is in fact not a SkillScratch Player. In any judicial proceeding to determine whether this clause is enforceable, the parties and any third party beneficiaries agree not to challenge the validity of any other provision of this Agreement.
11.2. Payment of Suits by Users. Notwithstanding any contractual provision in any agreement between the Offering Person or either the Company or any SkillScratch Player to the contrary, the Offering Person agrees not to assert any claim or legal argument that the Company may not indemnify, pay to defend or prosecute, or otherwise aid in any legal proceedings or suit brought by or against any SkillScratch Player. The Company incurs no obligation to indemnify, pay to defend or prosecute, or otherwise aid in any legal proceedings or suit brought by or against any SkillScratch Player and is available at its sole discretion.
11.3. Release from any Non-Publicity or Non-Disclosure Requirements. Notwithstanding any contractual provision in any agreement between the Offering Person or either the Company or any SkillScratch Player to the contrary, no contractual provision obtained by the Offering Person against either the Company or any SkillScratch Player shall in any way abridge or waives any part of First Amendment rights of the SkillScratch Player or the Company. For the avoidance of doubt, the Offering Person may not in any way enforce any provision which impinges on a SkillScratch Player’s (or the Company’s) right to make any non-defamatory statement no matter how disparaging or otherwise confidential.
12. Miscellaneous Provisions
12.1. Audit Rights. The Company reserves the right to audit the User's and Entity's applications, websites, products, services, and relevant communications to ensure compliance. Failure to cooperate with an audit constitutes a breach of this Agreement (an “Audit Breach”). In addition to any remedy available to the Company, any User or Entity that commits an Audit Breach will be liable to the Company for one hundred thousand dollars ($100,000) per day the Audit Breach is not cured.
12.2. Injunctive Relief. The User and Entity acknowledge that Unauthorized Use or engagement in Prohibited Activities causes irreparable harm to the Company, for which monetary damages may be inadequate. The Company is entitled to seek injunctive relief in addition to any other remedies available at law or equity.
12.3. Nonpublicity. The User, and the Entity agree not to make any public statements, releases, announcements, posts, or disclosures regarding the Company, its business, operations, products, services, policies, or affiliates (including but not limited to directors, officers, employees, and investors) without the prior written consent of the Company. This obligation applies even if the information is publicly available. Nothing in this provision shall apply to any statements made to law enforcement or other government officials or in a court of law.
12.4. Breach of Non-Publicity. In the event of a breach of Section 12.3 by either the User or the Entity, the breaching Party agrees to pay the Company liquidated damages in the amount of $1,000,000 USD per breach, in addition to any other remedies available under this Agreement or at law.
12.5. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to its conflict of law principles. The Company and the User, including any Entity represented or associated with the User, agree that Texas law provides a fair and appropriate legal framework for the resolution of any disputes under this Agreement.
12.6. Disputes. Any disputes, claims, or actions arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the State of Texas. The parties agree to submit to the personal jurisdiction of these courts and waive any objections to venue, including claims of inconvenient forum, to ensure that all legal proceedings related to this Agreement occur within Texas.
12.7. Severability. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.
12.8. Not Construed Against Drafter. No provision of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party's being deemed to have drafted or structured such provisions. In the event of any ambiguity, the intention of BuildLabs LLC will be preserved to the fullest extent allowed by law.
12.9. Waiver. Failure by the Company to enforce any provision of this Agreement shall not be construed as a waiver of any rights.
12.10. Complete Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements, understandings, and communications, whether written or oral.
