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Intellectual Property Policy

Effective Date: May 14, 2026

Table Of Contents

1. OVERVIEW AND SCOPE

This Intellectual Property Policy Agreement (“IPP Agreement”) governs the rights and responsibilities of all users of the Stadium platform located at www.bystadium.com, and its affiliated brands, including Snackmagic and Swagmagic (collectively, the “Platform”), with respect to intellectual property. For purposes of this IPP Agreement, any individual or entity that accesses or uses the Platform are referred to as “User” or “you”.

This IPP Agreement applies to all content and materials submitted to, uploaded to, or otherwise processed through the Platform, including, without limitation, user-generated content, designs for merchandise or promotional items, logos used in shops or recognition programs, and any other creative or proprietary materials.

This IPP Agreement supplements and is incorporated into Stadium’s Terms of Use. Capitalized terms used, but not defined in this IPP Agreement have the meanings given to them in the Terms of Use, unless otherwise expressly stated herein. For the purposes of this IPP Agreement, “Intellectual property” or “IP” means all intellectual property and proprietary rights recognized under applicable law, including, without limitation, copyrights, trademarks, trade dress, trade secrets, patents and design rights.

Stadium operates as a technology and fulfillment platform that enables Users to submit content and create branded materials. While Stadium may facilitate the production, customization and distribution of items incorporating User-submitted content, Stadium does not create, own or independently verify the legality of such content. Stadium acts as a platform provider with respect to User-submitted content and does not create or independently verify such content. Users and organizations are solely responsible for ensuring that any intellectual property submitted to the Platform is owned by them or used with appropriate authorization. This policy explains how responsibility for intellectual property is allocated between the parties and the procedures that apply in the event of alleged infringement or other IP-related disputes.

2. YOUR INTELLECTUAL PROPERTY

  • 2.1 You Own What You Bring. Stadium does not claim ownership of any IP that you upload, submit, or otherwise make available through the Platform, including your company logos, brand assets, artwork, design files, or other proprietary content (collectively, "Your Content"). As between you and Stadium, you retain all right, title and interest in and to Your Content.

  • 2.2 License You Grant to Stadium. By uploading or submitting Your Content to the Platform, you grant Stadium a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, display, format, resize, adapt for production, and otherwise process Your Content solely for the purpose of providing the Services to you – including, without limitation, rendering designs, producing merchandise, fulfilling orders, operating shops and supporting recognition programs. This license does not extend to any other use of Your Content and will terminate when you remove Your Content from the Platform, except to the extent Stadium requires continued use to complete transactions initiated prior to removal, to comply with applicable law, or for Stadium’s internal business purposes such as recordkeeping, audit, dispute resolution, and enforcement of its rights and obligations.

  • 2.3 Your Representations and Warranties. By uploading or submitting any content to the Platform, you represent and warrant that:

    • You own or otherwise have all necessary rights, licenses, consents and permissions to use Your Content on the Platform and to grant the rights described in this IPP Agreement ;
    • Your Content does not and will not infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of any third party, including,  copyrights, trademarks, trade secrets, or rights of publicity;
    • You have the full power and  authority to enter into this IPP Agreement and to grant the license set forth above; and
    • You are responsible for any royalties, licensing fees, or other amounts owed to third parties in connection with Your Content.

  • 2.4 When in Doubt, Don't Upload. If you are unsure whether you have the necessary rights to use any content, design, logo, or image, do not upload it to the Platform. Stadium does not provide legal advice regarding IP rights and disclaims responsibility for content uploaded without proper authorization.

  • 2.5 Indemnification. You agree to defend, indemnify, and hold harmless Stadium and its affiliates, and their respective officers, directors, employees and agents, from any against any and all claims, liabilities, damages, losses and expenses (including reasonably attorneys’ fees) arising out of or relating to (a) your Content, (b) your use of the Platform in violation of this IPP Agreement, or (c) your breach of any representation or warranty set forth herein.

3. THIRD-PARTY LOGOS, TRADEMARKS, AND BRAND ASSETS

  • 3.1  Authorization Required. The Platform enables users to create branded merchandise, shops, recognition programs and gifting campaigns that may incorporate logos, trademarks, trade dress, or other brand assets belonging to third parties -- including organizations on whose behalf you are acting. You may only use third-party brand assets on the Platform if you have obtained all necessary rights, licenses and permissions from the applicable rights holders.

  • 3.2  Organizational Use. If you are an employee, contractor, or representative acting on behalf of an organization, you represent and warrant that you are authorized to use that organization’s brand assets on the Platform for the purposes intended. Your organization, and not Stadium, is solely responsible for ensuring that such use complies with its internal brand guidelines and any applicable contractual, licensing or franchise obligations.

  • 3.3  User Logos in Shops and Programs. To the extent a User's logo is incorporated into any Stadium Shop, merchandise, recognition program, or similar feature on the Platform, the User is solely responsible for ensuring it has all necessary rights to such logo and that such use does not infringe or violate any third-party rights. Stadium processes and displays such User logos solely at the direction of the User and  does not independently verify ownership, validity or licensing.

  • 3.4 No Unlicensed Third-Party Trademarks. You may not upload, submit or use on the Platform any trademark, logo, or other brand asset owned by a third party without appropriate authorization. This includes, without limitation, sports team logos, entertainment properties, brand names and celebrity names, images or likenesses. Unauthorized use may result in immediate removal of the content, suspension or and termination of your account, and/or any other action that Stadium deems appropriate.

  • 3.5 Stadium's Use of Your Logo. Stadium may use your company name and logo to identify you as a customer of the Platform on its website and in its sales and marketing materials. Such use will be limited to factual identification and will not imply endorsement, sponsorship or partnership beyond your use of the Services. You may opt out of such use at any time by providing written notice to hi@bystadium.com. Upon receipt of such notice, Stadium will cease using your name and logo in new materials within a commercially reasonable period not to exceed thirty (30) days. Stadium will not use your logo in any manner that suggests endorsement or a formal partnership without your prior written consent.

4. STADIUM'S INTELLECTUAL PROPERTY

  • 4.1 What Stadium Owns. All content, software, technology, trademarks, service marks, logos, trade dress, and other IP on or associated with the Platform (collectively, "Stadium IP") are owned by or licensed to Stadium and are protected by applicable intellectual property laws. Stadium IP includes, without limitation, the Stadium name and logo, brand names (including Snackmagic and Swagmagic), the Platform's underlying software and infrastructure, and all original content created by Stadium.

  • 4.2 Limited License to You. Subject to your compliance with the IPP Agreement, and the Terms of Use, Stadium grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Stadium IP solely for your internal business purposes and only as intended purposes through the normal functionality of the Platform. Except for the limited rights granted expressly granted herein, no rights, title or interest in and to the Stadium IP are granted to you.

  • 4.3 Restrictions. You may not, and may not permit any third party to, without Stadium's prior written consent:

    • Copy, reproduce, modify, distribute or create derivative works from any Stadium IP;
    • Use Stadium's name, logo, or trademarks in any manner that suggests affiliation, endorsement, or partnership beyond your permitted use of the Platform;
    • Use Stadium's brand assets in advertising, press releases, or co-marketing activities;
    • Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any Stadium software, except to the extent expressly permitted by applicable law; or
    • Remove, alter, or obscure any proprietary notices or trademark legends on the Platform or within Stadium IP.

  • 4.4 Feedback.  If you provide Stadium with any ideas, suggestions, or feedback regarding the Platform (“Feedback”),  you hereby grant to Stadium  a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to you. Feedback will not be treated as confidential and Stadium has no obligation to maintain its confidentiality.

5. PROHIBITED CONTENT

You may not upload, submit, or otherwise use any content through the Platform that:

  • Infringes, misappropriates or otherwise violates any copyright, trademark, trade secret, patent, right of publicity, or other intellectual property or proprietary right of any third party;
  • Reproduces, imitates or is confusingly similar to a third party's brand, trade dress, or distinctive product design without appropriate authorization;
  • Uses the name, image, likeness, voice, or other identifying attribute of any individual without that individual’s consent, where required by applicable law;
  • Contains any material that is unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable;
  • Contains malware, viruses or other harmful code, or is designed to disrupt, damage or interfere with the Platform or its users;
  • Depicts or promotes hate speech, discrimination, harassment or violence against individuals or groups based on protected characteristics; or
  • Violates any applicable law, regulation, or third party rights, including export control and sanctions laws.

Stadium reserves the right, in its sole discretion, to remove or disable access to any content that violates this Section or is otherwise objectionable, and to suspend or terminate accounts associated with repeated or serious violations, with or without notice.

7. TRADEMARK AND OTHER IP COMPLAINTS

If you believe that content on the Platform infringes your trademark, trade dress, right of publicity, or other IP rights (other than copyright), you may submit a complaint to legal@bystadium.com. Your complaint should include the following information:

  • Your full name, organization (if applicable), and contact information;
  • Identification of the intellectual property right you believe is being infringed, including evidence of ownership (such as a registration number or certificate, if applicable);
  • A description of the allegedly infringing content and information reasonably sufficient to permit Stadium to locate it (e.g. URL);
  • A statement that you have a good faith belief the use is not authorized by the rights holder, its agent or the law; and
  • A statement that the information you have provided is accurate and that you are the rights holder or authorized to act on the rights holder’s behalf.

Stadium will review such complaints in good faith and take such action as it deems appropriate in its sole discretion, including removing or disabling access to the reported content, notifying the User who submitted the content, or referring the matter to legal counsel. Stadium reserves the right not to take action on complaints that are incomplete, lacking sufficient specificity, or that do not present a reasonable legal basis.

8. CUSTOM MERCHANDISE, DESIGNS AND ARTWORK

  • 8.1 User-Submitted Designs. When you submit artwork, design files, or brand assets (“Designs”) to Stadium for use in producing merchandise (including promotional items, apparel and “swag”), or other customized products, you represent and warrant that you have all necessary rights, licenses and permissions to use such Designs for the intended purpose. Stadium will process and produce items based on your submitted designs at your direction but does not independently verify their originality, ownership, or licensing status.

  • 8.2 Design File Standards. You are responsible for ensuring that Design files submitted to the Platform comply with Stadium's technical specifications and do not incorporate unlicensed third-party content. Stadium may, but is not obligated to, review submitted Designs for compliance and may reject, remove,  or request modification of Designs that do not meet its requirements or that appear to infringe third-party rights.

  • 8.3 Ownership of Designs. As between you and Stadium, you retain all right, title and interest in and to any Designs you create or commission and submit to the Platform. Except as set forth in Section 2.2, Stadium does not claim ownership of such Designs. Stadium may retain copies of submitted files as reasonably necessary to provide the Platform and related services, including fulfilling orders, maintaining records and supporting ongoing or prior transactions. Notwithstanding the foregoing, Stadium retains all right, title and interest in and to its pre-existing materials, templates, formats, layouts, production processes and design frameworks used to create products (“Stadium Materials”). Nothing in this IPP Agreement grants any User exclusive rights to any product configuration, template or layout. Stadium may use similar or identical templates, formats or layouts in providing products or services to other Users, provided that such use does not incorporate or reproduce any User-specific Designs, logos or other proprietary content.

  • 8.4 Post-Account Closure. Upon termination of your account, Stadium may retain copies of your Designs and related content solely as reasonably necessary to (a) provide and support the Services with respect to products or transactions initiated prior to termination (b) comply with applicable law, regulation or legal process, and (c) maintain appropriate business records. Stadium will not use your Content following termination for any new commercial purpose unrelated to the Services provided to you. Stadium is not responsible for any loss of Designs that are not separately retained or backed up by you.  

9. REPORTING AND ENFORCEMENT

  • 9.1  How to Report IP Issues. To report any IP concern not covered by the DMCA process described above – including, without limitation, trademark infringement, unauthorized use of trade dress, or violations of right of publicity – contact Stadium at legal@bystadium.com. Reports should include reasonably sufficient detail to enable Stadium to assess the claim, including a description of the alleged infringement, identification of the specific content at issue and the reporting party’s contact information.

  • 9.2 Stadium's Enforcement Discretion. Stadium will review IP complaints in good faith and may take action as it deems appropriate, in its sole discretion, including removing content or disabling access to content, suspending or terminating User accounts, or referring matters to legal counsel. Stadium does not guarantee any particular outcome and reserves the right to not take action with respect to complaints that are incomplete, unsupported, or made in bad faith.

  • 9.3 No Assumption of Liability for Third-Party IP.  Stadium operates as a platform provider and does not create or control user-submitted content. To the maximum extent permitted by applicable law,  Stadium disclaims liability for IP violations from user-submitted content. Stadium has no obligation to monitor or proactively review content submitted to the Platform. Rights holders should direct infringement claims to the user responsible for the content at issue; however, Stadium will cooperate with rights holders and applicable authorities as required by law.

10. CHANGES TO THIS POLICY AND CONTACT

  • 10.1 Updates. Stadium may modify this IPP Agreement from time to time. The most current version will be posted at www.bystadium.com/intellectual-property-policy and will include a revised “Effective Date.” To the extent required by applicable law or where reasonably practicable, Stadium will provide notice of material changes by email or through the Platform. Your continued use of the Platform following the Effective Date of any updates constitutes your acceptance of the revised IPP Agreement.

  • 10.2 Relationship to Terms of Use. This IPP Agreement is incorporated into and forms part of Stadium's Terms of Use. In the event of any conflict or inconsistency between this IPP Agreement and the Terms of Use, the Terms of Use will govern, unless this IPP Agreement expressly provides otherwise.

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