x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Utah
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87-0426358
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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533-535 West 27
th
Street
, New York, NY
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10001
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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PART I-Financial Information
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Item 1.
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Financial Statements (unaudited)
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F-1
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Condensed Consolidated Balance Sheets
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F-1
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Condensed Consolidated Statements of Operations
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F-2
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Condensed Consolidated Statements of Cash Flows
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F-3
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Notes to Condensed Consolidated Financial Statements
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F-4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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6
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Item 4.
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Controls and Procedures
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6
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PART II-Other Information
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Item 1.
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Legal Proceedings
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6
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Item 1A.
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Risk Factors
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7
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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7
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Item 3
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Defaults Upon Senior Securities
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7
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Item 4
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Mine Safety Disclosures
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7
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Item 5.
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Other Information
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7
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Item 6.
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Exhibits
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8
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2 | ||
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3 | ||
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September 30,
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December 31,
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2013
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2012
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(Unaudited)
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ASSETS
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CURRENT ASSETS:
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Cash
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$
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66,448
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$
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59,139
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Licensee receivable - including affiliates- net
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123,196
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71,911
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Prepaid expenses
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19,306
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7,429
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Settlement receivable
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136,890
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131,862
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Total Current Assets
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345,840
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270,341
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Settlement receivable
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59,084
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162,389
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Loan receivable
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32,737
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31,535
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TOTAL ASSETS
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$
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437,661
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$
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464,265
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES:
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Accounts payable and accrued expenses
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$
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130,593
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$
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157,704
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Deferred Revenue
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10,000
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-
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Related party payable
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164,630
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221,615
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Settlement payable due to related party
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194,355
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193,201
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Total Current Liabilities
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499,578
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572,520
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Settlement payable due to related party
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71,190
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195,661
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Note payable to related party
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32,737
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31,535
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TOTAL LIABILITIES
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603,505
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799,716
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STOCKHOLDERS' DEFICIT
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Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- issued and
outstanding |
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-
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-
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Common stock, $.001 par value; 500,000,000 shares authorized, 165,186,124 issued
and 165,186,124 outstanding, respectively |
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165,186
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165,186
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Additional paid-in capital
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6,058,117
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6,058,117
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Accumulated deficit
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(6,389,147)
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(6,558,754)
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Total stockholders' Deficit
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(165,844)
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(335,451)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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437,661
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$
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464,265
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F-1 | ||
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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REVENUES
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Royalty Revenue
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$
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187,861
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$
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181,774
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$
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542,809
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$
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513,873
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Total Revenue
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187,861
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181,774
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542,809
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513,873
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EXPENSES
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General and Administrative Expenses
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122,768
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112,856
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370,966
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403,898
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INCOME FROM OPERATIONS
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65,093
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68,918
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171,843
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109,975
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OTHER INCOME/(EXPENSE)
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Interest Income/(Expense), net
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(673)
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(1,078)
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(2,236)
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(3,226)
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Licensee Forfieture Income
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-
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-
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-
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20,000
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TOTAL OTHER INCOME/(EXPENSE)
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(673)
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(1,078)
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(2,236)
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16,774
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INCOME BEFORE INCOME TAXES
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64,420
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67,840
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169,607
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126,749
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PROVISION FOR INCOME TAXES
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-
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-
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-
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-
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NET INCOME
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$
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64,420
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$
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67,840
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$
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169,607
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$
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126,749
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NET INCOME PER SHARE-Basic and Diluted
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0.000
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0.000
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0.001
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0.001
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WEIGHTED AVERAGE OF COMMOM SHARES
OUTSTANDING-Basic and Diluted |
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165,186,124
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165,186,124
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165,186,124
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165,186,124
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F-2 | ||
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Nine Months Ended
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September 30,
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2013
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2012
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net Income
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$
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169,607
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$
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126,749
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Adjustments to reconcile net income to net cash provided by (used in) operating
activities: |
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Contributed services
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-
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22,500
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Changes in assets and liabilities:
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Licensee receivable
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(51,285)
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16,923
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Prepaid expenses
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(11,877)
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(6,400)
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Deferred revenue
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10,000
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(105,140)
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Accounts payable and accrued expenses
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(27,111)
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(31,528)
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NET CASH PROVIDED BY OPERATING ACTIVITIES
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89,334
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23,104
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CASH FLOW FROM FINANCING ACTIVITIES:
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Related party payables
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(56,985)
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(28,222)
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Settlement receivable
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98,277
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93,494
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Loan receivable
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(1,202)
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(1,144)
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Settlement payable
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(123,317)
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(90,586)
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Loan payable
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1,202
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31,144
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NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
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(82,025)
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4,686
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NET INCREASE/(DECREASE) IN CASH
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7,309
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27,790
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Cash and cash equivalents - beginning of year
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59,139
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8,930
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Cash and cash equivalents - end of year
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$
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66,448
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$
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36,720
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Supplemental disclosures of cash flow information:
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Cash paid during the year for interest
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$
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-
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$
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12,076
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Cash paid for income taxes
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$
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-
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$
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-
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F-3 | ||
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F-4 | ||
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F-5 | ||
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F-6 | ||
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F-7 | ||
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F-8 | ||
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4 | ||
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5 | ||
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6 | ||
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7 | ||
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Exhibit No.
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Description
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10.1
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*License Agreement between Scores Holding Company, Inc. and Scores Licensing Corp.
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10.2
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*Trademark License Agreement between Scores Licensing Corp. and Star Light Events LLC
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31.1
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*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
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31.2
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*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
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32.1
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*Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
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32.2
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*Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema Document
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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8 | ||
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SCORES HOLDING COMPANY, INC.
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Date: December 27, 2013
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By:
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/s/ Robert M. Gans
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Robert M. Gans
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Chief Executive Officer and Director
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(Principal Executive Officer)
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Date: December 27, 2013
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By:
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/s/ Howard Rosenbluth
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Howard Rosenbluth
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Chief Financial Officer
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(Principal Financial Officer)
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9 | ||
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SCORES HOLDING COMPANY, INC.
535 West 27 th Street
New York, NY 10001
December 9, 2013
Scores Licensing Corp.
617 11 th Avenue
New York, NY 10036
Attn: Mr. Howard Rosenbluth
Re: License of Trademarks
Dear Mr. Rosenbluth:
The undersigned, Scores Holding Company, Inc. (“Owner”), owns all of the trademarks, including all trademark rights, registrations and applications associated therewith and other intellectual property rights relating thereto as identified on Schedule A attached hereto, which may be amended from time to time by Owner (collectively, the “Marks”). Owner is willing to grant to Scores Licensing Corp. (“Licensee”) a license in, to and under the Marks, on and subject to the following terms and conditions (this “Agreement”):
1. Owner hereby grants to Licensee an exclusive worldwide license, subject to any pre-existing licenses as of the date of this Agreement, during the “Term,” as defined below, to advertise and provide the services and manufacture, market, promote, advertise, distribute and sell goods under the Marks and in the International Classes as identified on Schedule A , and for all services and products as may be determined and approved by Owner in writing from time to time, including without limitation, those services provided or goods sold by all entities related to Owner (collectively, “Services” or “Products”). This grant of license includes the right to issue sublicenses to third parties (“Sublicensees”), subject to the prior approval by Owner of each Sublicensee and of all of the terms and conditions of each sublicense agreement (“Sublicense Agreement”), such approval not to be unreasonably withheld. Expressly approved hereunder are sublicenses to entities in common ownership with or control by Owner or its majority shareholder(s).
2. Licensee shall provide copies of all signed and executed Sublicense Agreements to Owner promptly after execution thereof, upon Owner’s request. Licensee shall be responsible to monitor the quality of all Services and Products consistent with this Agreement, negotiate Sublicense Agreements in accordance with Owner’s approval, oversee payments from Sublicensees and ensure that Sublicensees maintain records of all sales and other activities under the Sublicense Agreements, shall request and conduct audits as needed, ensure performance of all obligations by all Sublicensees, and engage in other such activities with Sublicensees relative to this Agreement as appropriate and/or requested by Owner, in order to maximize generation of revenue from the exploitation of the rights granted herein and to maintain the quality of the Services and Products and the protection of the Marks.
3. Licensee shall, itself or through Sublicensees, use commercially reasonable efforts to promote, advertise and offer the Services and to manufacture, market, promote, advertise, distribute and sell the Products and under the Marks.
4. Licensee shall at all times, and shall ensure that Sublicensees shall at all times, promote, advertise and offer the Services and manufacture, market, promote, advertise and sell the Products and otherwise use the Marks, in a manner which is consistent with or better than comparable brands, subject to Owner’s absolute approval. All Services promoted, advertised and offered and all Products manufactured, marketed, promoted, advertised, distributed and/or sold in association with the Marks and shall be of a quality consistent with the foregoing. Such standard shall be included as a condition in each Sublicense Agreement. In addition, each Sublicense Agreement shall contain a provision that, at its request at any time and from time to time, Licensee and/or Owner shall have the right to inspect the establishments, retail facilities, manufacturing facilities, storage facilities, and any other facilities maintained and used by Sublicensees and shall have the right to approve of all Products and related packaging and all promotional, marketing, and advertising materials prior to any Services or Products being offered for sale or sold, and after sales of the Services and/or the Products have commenced. Further, Owner shall have the right to periodically check the quality of all Services and Products and related packaging and all promotional, marketing, and advertising materials to be certain that the quality is uniform and consistent with the foregoing, and to establish a reasonable method for providing for such quality enforcement and approval with which Licensee and each Sublicensee shall comply in all material respects.
5. Licensee acknowledges Owner’s exclusive right, title and interest in and to the Marks and any related trade dress used on the packaging for all Products and any marketing, advertising or promotional materials used in connection with the Services or Products. All and/or any use of the Marks and trade dress and the goodwill associated therewith, including but not limited to, the offering of Services and sale of Products by Licensee, either directly or through Sublicensees, shall inure to the benefit of Owner for trademark purposes.
6. Licensee shall take no action to damage or to interfere with the rights and ownership of Owner with respect to the Marks, and shall cooperate with Owner in all reasonable respects in all registration, maintenance, defense and/or enforcement efforts. In addition, Sublicense Agreements shall contain a similar provision that Sublicensee shall not interfere with Owner’s ownership of the Marks and shall cooperate with Owner in all reasonable respects regarding the Marks. Each Sublicense Agreement shall contain the provision that should a Sublicensee violate any of the terms and conditions relating to the use of the Marks as provided thereunder, Owner shall have the coextensive right to proceed directly against such Sublicensee to enforce all rights in and relating to the Marks and to obtain immediate injunctive relief in addition to any other remedies available to Owner.
- 2 - |
7. Licensee, if a direct provider of Services or seller of Products, shall pay Owner a royalty to be determined by Owner from time to time, upon reasonable notice, to be calculated as a percentage of all of its “Net Revenue,” e.g. , the total revenue received in connection with the Services provided, less any approved discounts and/or deductions or such other payment arrangement, such as a fixed flat fee, as Owner may determine from time to time. Licensee may also pay to Owner a percentage, to be determined by Owner from time to time, upon reasonable notice to Licensee, of all royalties received by Licensee under Sublicense Agreements. In the event that Owner makes a change in the royalty or percentage as aforesaid, Owner shall provide Licensee with reasonable notice before the same becomes effective, and Licensee shall have the right to terminate this Agreement within thirty (30) days notice thereafter, provided, however, that no such change shall be effective as to any Sublicense Agreement then outstanding as to which the royalties payable by Licensee shall remain unchanged for the duration of the term or terms thereof, including all extensions exercised by the respective Sublicensees. Royalties and percentage payments are to be paid by Licensee within thirty (30) days after the end of the quarter in which such royalties or other payments are received from Sublicensees. Owner reserves the right to charge interest for late payments and to impose the costs of collection, including attorneys’ fees, on Licensee if it fails to pay on time.
8. Licensee shall keep accurate and complete books and records, which Owner shall have the right to examine on ten (10) days’ notice. Licensee shall provide Owner with monthly statements of its Net Revenue showing gross revenue amounts and discounts offered and taken, and all royalties received under Sublicense Agreements. The statements shall be certified as accurate by an officer and shall include copies of statements received from Sublicensees. Sublicensee shall be correspondingly required to follow similar obligations; provided, further, that the right to examine Sublicensee’s books and records shall inure as well directly to Owner.
9. The term of this Agreement (the “Term”) shall be for one (1) fiscal year commencing as of the date first written above and shall automatically renew for consecutive one (1) fiscal year terms unless either party provides at least thirty (30) days notice to the other party of its intention to terminate this Agreement. If such notice to terminate is given, the parties may in good faith negotiate a sell-off period to allow Licensee to liquidate any inventory it may have for a limited period not to exceed three (3) additional months, provided it does nothing to damage the Marks during such period and is otherwise in conformance with its obligations under this Agreement. Net Revenues during such sell-off period shall require royalties to be paid by Licensee as otherwise payable during the Term.
10. In the event of a termination of this Agreement at any time and for any reason, and without limiting the provisions of Paragraph 7 hereof, the unexpired term of each Sublicense Agreement shall continue to be honored, if possible. For each Sublicense Agreement that continues to be honored, Owner shall be deemed a permitted successor and the sublicensor thereunder for all purposes through the end of the respective term(s), and Licensee shall have no further rights thereunder or interest therein.
11. All Products, labels, packaging, advertising and other uses of the Marks must contain “™” or ® and/or other appropriate legends as requested or directed by Owner from time to time, and in the forms approved by Owner. Licensee and each Sublicensee shall comply with all foreign, federal, state, county, municipal or other statutes, laws, orders and regulations of any governmental or quasi-governmental entity applicable to the manufacturing, distribution, promotion, marketing, advertising, offering for sale and sale of Products and Services, including obtaining all necessary governmental licenses. In addition, Licensee and each Sublicensee shall comply with any brand guidelines, marketing guidelines and ethical standards adopted or approved from time to time by Owner.
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12. Licensee shall defend, indemnify and hold harmless Owner for all of its actions, including product liability. It shall, upon request from Owner, obtain and maintain general comprehensive as well as product liability insurance with coverage under each policy of at least $3,000,000.00, and in such event shall include Owner as an additional insured. Such insurance shall be maintained at Licensee’s cost throughout the Term, and Licensee shall provide Owner with a certificate evidencing this coverage at any time upon request by Owner. Owner may accept coverage by each Sublicensee if Licensee is not engaged directly in the offering of Services or manufacture of Products.
13. Notwithstanding anything herein contained to the contrary, Owner may terminate this Agreement and the rights licensed hereunder immediately upon written notice to Licensee, in the event that Licensee:
13.01 ceases to engage in the business of offering the Services or selling the Products in the ordinary course of its business, or there is no Sublicensee then offering the Services or selling the Products;
13.02 violates this Agreement in any manner as to the quality of the Services or Products, the unauthorized use of the Marks, the distribution or sale of unapproved Products, the offering of unapproved Services, grants a sublicense without obtaining prior approval from Owner or fails to terminate a Sublicense Agreement if the Sublicensee is in breach thereunder, and in each such event there shall be no right on the part of Licensee to cure;
13.03 notifies Owner of its desire to relinquish the license granted herein or its inability to meet its obligations hereunder;
13.04 engages in any conduct that in the subjective judgment of Owner is inconsistent with the spirit and conditions of this Agreement, and there shall be no right on the part of Licensee to cure;
13.05 breaches any other material provision hereof and fails to cure the same within thirty (30) days after notice thereof; or
13.06 has a material change in ownership or control.
14. Upon termination of this Agreement, all rights conveyed herein shall terminate including Licensee’s rights to use and sublicense the Marks and shall revert to Owner, subject to any specific post-termination sales rights provided herein. Any and all royalties from Licensee and percentages from Sublicensees shall become immediately due and payable, with the exception of Sublicense Agreements which continue pursuant to Paragraph 10.
15. Notices are to be in writing, delivered by hand, or sent by prepaid overnight courier, to the address set forth above for the party for which it is intended or such other address as designated by notice hereunder.
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16. This is the entire Agreement between the parties as to its subject matter; it shall bind and inure to the benefit of successors and assigns. It may be amended or discharged only by further writing, signed by the party to be charged. New York law shall govern, and the parties consent to the resolution of all disputes exclusively in the Federal or State Courts located in the State and County of New York. The prevailing party in any proceeding shall be entitled to recover its attorneys’ fees relating to any breach alleged hereunder. Without limitation, Owner shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, to prevent violation by Licensee or any Sublicensee of any obligations hereunder relating to the use of the Marks.
Countersignature below will constitute this a binding agreement as of the date above written.
Very truly yours, | ||
SCORES HOLDING COMPANY, INC. | ||
By: | /s/ Robert Gans | |
Name: | Robert Gans | |
Title: | CEO |
ACCEPTED AND AGREED: | ||
SCORES LICENSING CORP. | ||
By: | /s/ Howard Rosenbluth | |
Name: | Howard Rosenbluth | |
Title: | CFO |
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SCHEDULE A
TRADEMARKS
EUROPEAN COMMUNITY
SCORES® trademark, Registration No. 010994994
International Classes: 25, 41, 43
UNITED STATES
|
® trademark, U.S. Registration No. 1,830,135 |
International Classes: 6, 41, 42
|
® trademark, U.S. Registration No. 1,830,405 |
International Classes: 25, 41, 42
|
® trademark, U.S. Registration No. 1,855,829 |
International Classes: 25, 41, 42
SCORES NEW YORK and Design TM trademark, U.S. Serial No. 85/380,043
International Classes: 41, 43
SCORES NEW YORK and Design TM trademark, U.S. Serial No. 85/380,087
International Classes: 41, 43
SCORES ENTERTAINMENT TM trademark, U.S. Serial No. 85/380,132
International Class: 16
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SCORES STRIPPER WARS TM trademark, U.S. Serial No. 85/446,328
International Class: 41
SCORES STORE TM trademark, U.S. Serial No. 85/504,187
International Class: 35
SCORES ATLANTIC CITY TM trademark, U.S. Serial No. 85/604,040
International Classes: 41, 43
SCORES BOYS TM trademark, U.S. Serial No. 85/754,885
International Classes: 41, 43
THE SPREAD TM trademark, U.S. Serial No. 86/008,963
International Class: 41
BLUE VELVET THEATER TM trademark, U.S. Serial No. 86/008,737
International Class: 41
THE BLACK BOX CABARET TM trademark, U.S. Serial No. 86/008,567
International Class: 41
THE REAL MEN OF SCORES TM trademark, U.S. Serial No. 85/905,856
International Classes: 41, 43
|
TM trademark, U.S. Serial No. 85/380,087 |
International Classes: 41, 43
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|
TM trademark, U.S. Serial No. 85/380,043 |
International Classes: 41, 43
THE LIBERTINE ROOM TM trademark, U.S. Serial No. 85/971,570
International Class: 41
THE DISTRIKT TM trademark, U.S. Serial No. 85/971,551
International Class: 41
THE ELECTRIC FANTASY CLUB TM trademark, U.S. Serial No. 85/971,481
International Class: 41
THE DECK AT SCORES TM trademark, U.S. Serial No. 85/966,770
International Class: 41
SCORES COLLECTION TM trademark, U.S. Serial No. 85/965,064
International Class: 35
SCORES LOUNGE TM trademark, U.S. Serial No. 86/098,243
International Class: 41
SCORES BAR & GRILL TM trademark, U.S. Serial No. 86/098207
International Class: 41
SCORES BURGER & BREW TM trademark, U.S. Serial No. 86/098,109
International Class: 41
SCORES PUBS TM trademark, U.S. Serial No. 86/098,036
International Class: 41
DIAMOND DOLLARS TM trademark
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SCORES TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT (the “ Agreement ”) is made and entered into this_9th day of December 2013 (the “ Effective Date ”) by and between SCORES LICENSING CORP., a Delaware corporation, with its principal office at 617 11 th Avenue, New York, NY 10036 (“ SLC ”) and Star Light Events LLC, a New Jersey corporation, with its principal office at 1000 Boardwalk, Atlantic City NJ 08401 (“ Licensee ”).
WITNESSETH:
WHEREAS, SLC is the authorized licensee of the SCORES trademarks listed on Schedule A hereto, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the “ SCORES Trademarks ”);
WHEREAS, Licensee is the owner and operator of an adult entertainment night club/restaurant currently located at 1000 Boardwalk, Atlantic City, NJ 08401 (the “ Location ”) which is now open to the public and fully operational (the “ Business ”);
WHEREAS, who has operated the Business under the name SCORES pursuant to an oral license since September 2013 and wishes to continue to operate the Business under the name SCORES and to otherwise brand the Business with the SCORES Trademarks, and to offer and sell various related licensed products at the Location under the SCORES Trademarks; and
WHEREAS, SLC wishes to formalize the relationship between the parties and license the SCORES Trademarks to Licensee for use in connection with the Business pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, SLC and Licensee (the “Parties”) agree as follows:
1. | LICENSE GRANT. |
(a) | Business . Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee, and Licensee hereby accepts, an exclusive, non-transferable, non-sublicenseable sublicense during the Term of the Agreement, as specified in Section 15 below, to use the SCORES Trademarks solely within a 25-mile radius around the Location (the “ Territory ”) solely to promote, market and otherwise brand the Business (the “ Club License ”). |
(b) | Licensed Products . Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use the SCORES Trademarks solely on or in association with the offering for sale and sale of licensed products as identified on Schedule A, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the “ Licensed Products ”) at the Location only (the “ Merchandise License ”). The Merchandise License does not grant to Licensee the right to produce, manufacture or have manufactured the Licensed Products. Nothing in the Merchandise License restricts SLC or its licensees from offering for sale or selling Licensed Products in or outside of the Territory. The Club License and the Merchandise License shall hereinafter be referred to collectively as the “ Licenses ”. The Licenses are granted subject to any previous licenses granted by SLC or SLC’s parent or affiliates prior to the Effective Date. |
(c) | License Restrictions. All rights in and to the SCORES Trademarks not expressly licensed to Licensee pursuant to the Licenses herein are expressly reserved by and for SLC and Scores Holding Company, Inc., which has licensed the SCORES Trademarks to SLC and which is the owner of the SCORES Trademarks (the “ Owner ”). At no time shall Licensee use or otherwise exploit any of the SCORES Trademarks except as expressly provided in this Agreement. Without limiting the generality of the foregoing, SLC expressly reserves the right to sell, or enter into license agreements with other parties to sell, merchandise directly to any retail consumer by means of the Internet or other means of e-commerce or by catalog, direct mail, or by other similar means. Retail sales include retail sales in any authorized store. |
2. | ROYALTIES AND OTHER PAYMENTS. |
(a) | Royalty Amount . Licensee shall pay SLC a fixed fee of Ten Thousand Dollars ($10,000.00) per month (“ Fixed Fee Royalty ”) beginning in April 2014. |
(b) | Licensed Product Royalties . Licensee will purchase all re-sellable Licensed Products from SLC, or SL C’s authorized af filiate. Licensee shall pay for all such Licensed Products on a cost plus twenty-five percent (25%) markup basis, unless o therwise agr eed (the “ Licensed Product Royalties ”). For the avoidance of doubt, this Agreement does not grant Licensee the right to produce, manufacture or have manufactured Licensed Products for resale and any such production of Licensed Products shall constitute an infringement of SLC’s and/or Owner’s intellectual property rights. |
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(c) |
(d) | Payment. Paym ent of Royalties due under this Section shall b e made within ten ( 10) business days after the end of each calendar month (or calenda r quar ter, with S LC’s prior written approval) during the Term. |
3. | OPERATIONS. |
(a) Licensee, at its sole cos t and expense, shall operate and maintain the Business at the Location under the authority of this Agreement as prescribed herein and as permitted by federal, state and local laws, rules, regulations or orders.
(b) Licensee, at its sole cost and expense, shall provide any lighting, music, music programming, sound equipment, or any other equipment and facilities necessary for the proper operation of the Business at the Location.
(c) Licensee warrants that all food, beverages and merchandise shall be pure and of good quality. Licensee shall maintain adequate inventory control to ensure a constant supply of food, beverages and merchandise. Licensee shall operate any restaurant, bar or the facility that dispenses food or beverage in such manner as to maintain the highest health inspection rating.
(d) Licensee shall personally conduct operations under this Agreement and utilize an employee operations manager satisfactory to SLC. The designated manager must be available by telephone during all hours of operation. Licensee shall notify SLC in writing of the name(s) of the designated manager(s) as soon as such person(s) begin their employment with Licensee. Licensee shall promptly notify SLC of any changes to who the designated managers are and any changes in their contact phone numbers.
(e) Licensee shall at its sole cost and expense, provide a twenty-four (24) hour per day security system at the Location.
(f) Licensee shall prepare and provide to SLC, reports of major accidents or incidents involving law enforcement authorities occurring at the Location. Licensee shall promptly notify SLC, in writing, of any claim for injury, death, property damage or theft which shall be asserted against Licensee with respect to the Location. Licensee shall also designate a person to handle all such claims, including all insured claims for loss or damage pertaining to the operations of the Location and Licensee shall notify SLC in writing, as to said person’s name, address, phone number and e-mail address.
(g) Licensee shall promptly notify SLC of any unusual conditions that may develop in the course of the operation of this License Agreement such as, but not limited to, fire, flood, vandalism, casualty or substantial damage of any character.
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4. | APPROVALS. |
In order to preserve the value, goodwill and reputation of the SCORES Trademarks, Licensee and SLC shall consult with each other during the Term hereof with regard to any marketing, advertising or promotional activities pursuant to the Business and SLC will have the right to pre-approve in writing, (in its sole discretion), all advertisements, promotional, marketing and other similar materials, including but not limited to, the images and format of the Diamond Dollars TM and the images of the SCORES Trademarks for the Business (collectively, the “ Promotional Materials ”) in order to ensure consistent quality of same and adherence to any brand or marketing guidelines provided by SLC. Prior to using any Promotional Materials, Licensee shall send copies of all proposed Promotional Materials to SLC for SLC and/or Owner’s review. SLC agrees to use commercially reasonable efforts to inform the Licensee of the decision regarding any approvals within ten (10) days of receiving Promotional Materials for approval, provided, however, that SLC’s failure to provide such approvals during such 10-day period shall not be deemed to constitute approval. All Promotional Materials shall be deemed “works made for hire,” pursuant to the Copyright Act of 1976, as amended, and all rights in and to the copyrights to such Promotional Materials shall be owned by Owner.
5. | COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS. |
Licensee shall comply with all applicable laws, codes, regulations, orders and safety standards regarding the operation of the Business and the use of the SCORES Trademarks herein. SLC’s approval of Promotion Materials pursuant to Section 4 above in no way affects, alters, diminishes or waives Licensee’s obligations hereunder or Licensee’s obligations to indemnify SLC as set forth below.
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6. | BOOKS AND RECORDS. |
Licensee shall, for a minimum of three (3) years from their creation, keep full and accurate books of account, records, data and memoranda with respect to the Business and the Licenses granted hereunder. Licensee grants SLC, Owner and/or their duly authorized representatives the right during the Term of this Agreement and for a period of three (3) years past the expiration or termination of this Agreement, at their own cost and expense, to examine said books and records on reasonable notice, such examination to be conducted in such a manner as to not unreasonably interfere with the business of Licensee. Examinations shall not be conducted more than once in every three (3) month period. Licensee shall reasonably cooperate with SLC and/or Owner in the event SLC and/or Owner requests an audit hereunder. SLC, Owner and their representatives shall not disclose to any other person, firm, or corporation any information acquired as a result of any examination, provided, however, that nothing contained herein shall be construed to prevent SLC, Owner and/or their duly authorized representatives from using or disclosing said information in any court, arbitration, or other action instituted to enforce the rights of SLC and Owner hereunder, or in order to comply with applicable rules, regulations or court orders or to SLC and Owner’s shareholders, directors, officers, affiliates, employees, consultants and advisors on a need to know basis
7. | INTELLECTUAL PROPERTY RIGHTS. |
(a) | Ownership Rights . All right, title and interest in and to the SCORES Trademarks and related intellectual property are owned exclusively by the Owner. All uses by Licensee of the SCORES Trademarks under the License shall inure to the benefit of the Owner. In no event shall the granting of the Licenses set forth herein be deemed to convey or transfer to Licensee any ownership rights in or to any of the SCORES Trademarks. Licensee acknowledges that the SCORES Trademarks have acquired secondary meaning. |
(b) | Notices . Licensee shall include all appropriate legal notices as required by SLC with respect to all promotional, packaging and advertising material. |
(c) | No Challenge . Licensee acknowledges the exclusive ownership of all intellectual property rights in and to the SCORES Trademarks by Owner and will not take any action to interfere with or challenge said ownership, including but not limited to registering or attempting to register the same or similar marks or properties anywhere in the world, or commencing or participating in any cancellation or opposition proceedings or other litigations. |
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(d) | Protection . Licensee shall execute all documents and take all reasonable actions as SLC shall reasonably request to procure, preserve, confirm, evidence, establish, register, enforce and protect the rights of Owner in the SCORES Trademarks. Owner has the right, but not the obligation, to obtain at its own cost, appropriate statutory protection for the SCORES Trademarks, for any related intellectual property and/or for any advertising, promotional or packaging materials for the Licensed Products. |
(e) | Infringements . Licensee agrees to give SLC prompt notification of any third-party actions that would constitute an infringement of the rights granted to it by this Agreement. SLC or the Owner of the SCORES Trademarks shall have the exclusive right to prosecute, at their own discretion, infringement actions against any third-party infringers, and any recoveries obtained therein shall belong exclusively to SLC or the Owner of the SCORES Trademarks. Licensee shall, at SLC’s expense, cooperate in all respects with the prosecution of said suits, including but not limited to being named as a party in any such suit, producing documents, appearing as witnesses, etc. |
(f) | Unauthorized Use of SCORES Trademarks . SLC and/or Owner shall have the right to bring any action or proceeding deemed necessary by SLC and/or Owner against Licensee for Licensee’s unauthorized use of the SCORES Trademarks or for any breach by Licensee of any of the provisions in this Agreement regarding Licensee’s use of the SCORES Trademarks. SLC and/or Owner shall have the right to obtain immediate injunctive relief against Licensee in addition to any other remedies available to SLC and/or Owner. |
(g) | Branding Guidelines . Licensee shall comply with all brand and/or marketing guidelines that SLC may provide to Licensee regarding use of the SCORES Trademarks. SLC shall have the right to terminate this Agreement for Licensee’s failure to cure any misuse of the SCORES Trademarks or other noncompliance of the brand and/or marketing guidelines. |
(h) | Reversion of Rights . Upon termination or expiration of this Agreement all rights granted to Licensee under the Licenses and with respect to the SCORES Trademarks shall immediately revert to SLC and/or Owner, and Licensee agrees to immediately return to SLC all original artwork, models, samples, prototypes, renderings and drawings incorporating the SCORES Trademarks and to cease all uses of the SCORES Trademarks. All use by Licensee of the intellectual property rights of the SCORES Trademarks shall inure to the sole benefit of Owner. Licensee shall execute any and all documents necessary to confirm said reversions of rights and hereby appoints SLC as its attorney-in-fact for the sole and limited purpose of executing any such documents in the event Licensee is unwilling or unable to do so unless Licensee is relying upon the specific warranties set forth below. |
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(i) | Owner is a third-party beneficiary of the provisions in this Section 7 and can enforce them. |
8. | REPRESENTATIONS AND WARRANTIES OF LICENSEE. |
(a) | Licensee represents and warrants that Licensee: |
(i) has obtained and will maintain all permits, approvals, and consents, including, but not limited to liquor license and zoning and use permits in order that the Licensee may lawfully operate the Business at the Location as an adult entertainment night club in the manner contemplated herein;
(ii) shall render all services of a quality equal to the quality of other Licensees of the SCORES Trademarks;
(iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement;
(iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES Trademarks;
(v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online;
(vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and
(vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s sole and absolute discretion.
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(b) | Licensee hereby represents and warrants that Licensee has the right, power and authority to enter into this Agreement and receive the rights and license granted hereby and that all Promotional Materials used by Licensee in connection with this Agreement will not infringe any copyright, trademark, trade dress or other intellectual property right of any third party. |
9. | COOPERATION AND LICENSING MEETINGS. |
(a) Cooperation . Licensee agrees to fully cooperate with and provide SLC with advice and/or suggestions with respect to the rendering of services or sale of merchandise.
(b) Licensing Meetings . Licensee agrees to attend or cause its representative to attend, at Licensee's expense, Licensee meetings held by SLC at such locations as SLC may designate within the Territory or at SLC’s offices to organize and coordinate service, marketing and advertising strategies designed to promote the success of the SCORES Trademarks.
(c) Right to Inspect Location . SLC and/or its authorized representatives shall have the right at reasonable times without notice to inspect the Location and require that any violations of this Agreement be immediately cured.
10. | WARRANTIES/DISCLAIMERS OF SLC. |
(a) | SLC represents and warrants to Licensee that: |
(i) | Subject to any pre-existing licenses granted by the Owner of the SCORES Trademarks, SLC is the exclusive Licensee of the SCORES Trademarks and has the sole and exclusive rights to sublicense the same on the terms set forth herein; |
(ii) | SLC has full power and authority to enter into this Agreement; |
(iii) | To the best of SLC’s actual knowledge as of the Effective Date, the granting of the Licenses hereunder or the subsequent commercial exploitation of the Licenses during the Term does not violate the registered U.S. trademark rights of any third party; and |
(iv) | To the best of SLC’s actual knowledge as of the Effective Date, there are no liens, encumbrances, security interests, claims, actions, proceedings, or judgments regarding the SCORES Trademarks which would in any way impede, hinder, impair or interfere with the Licensee’s rights hereunder. |
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(b) | EXCEPT FOR THE EXPRESS WARRANTIES OF SLC IN THIS SECTION 10, SLC AND ITS PARENT, AFFILIATES AND SUBSIDIARIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SCORES TRADEMARKS AND OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. |
11. | INDEMNIFICATION. |
(a) Indemnification of Licensee . SLC agrees to indemnify and hold harmless Licensee from and against any and all third-party claims arising from the breach by SLC, as determined by a final, non-appealable court order or judgment, of any of SLC’s express warranties, set forth in Section 10, provided that Licensee provides SLC with prompt written notice of such claim, and such indemnification shall constitute Licensee’s sole and exclusive remedy with respect to any such alleged breach of warranty. Any claims made against Licensee which would result in SLC becoming obligated to indemnify Licensee hereunder shall not permit Licensee to withhold any amount due SLC hereunder. Licensee shall not settle or comprise any such indemnified claim without the prior written consent of SLC.
(b) Indemnification of SLC . Licensee agrees to indemnify, defend, and hold harmless SLC and Owner, and their subsidiaries, affiliates and licensor(s), and their shareholders, officers, directors, agents and employees from and against any and all claim, action, loss, expense, damages, or judgment arising out of or related to any claims of personal injury, product liability, wrongful death, negligence, strict liability or similar action, employee or contractor-related claims or suits, entertainer-related claims or suits, supplier-related claims or suits, and all claims or suits arising from the breach by Licensee of any of its third-party contracts or obligations or warranties under this Agreement or the violations of any applicable law or safety standard by or on behalf of Licensee and/or its subsidiary, affiliated or controlled company (if any). Licensee shall maintain, at its sole cost and expense, premises liability, liquor liability, workman’s compensation (in the amount required by the State of New York or applicable jurisdiction of the Territory), plate glass insurance (as per Licensee’s lease), commercial liability coverage and other customary insurance. The premises, commercial, and liquor insurance policies carried by Licensee must provide AAA insurance coverage of at least $3,000,000 per occurrence, naming SLC and Owner as additional insureds, and providing that such policy cannot be cancelled without thirty (30) days prior written notice to SLC. SLC may, at Licensee’s expense, retain counsel of its own choosing to defend said claims, and Licensee shall pay all fees and expenses of such counsel. All insurance shall be primary and not contributory. Licensee agrees to provide SLC with a copy of the insurance declarations and/or certificates within twenty (20) days following the Effective Date of this Agreement.
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12. | TERMINATION. |
(a) Termination For Default . In case either party fails to perform under or commits or allows to be committed a material breach of any of the terms and conditions of this Agreement, the other party may send written notice to the defaulting party, and such defaulting party shall then have the right to remedy such failure or default within thirty (30) days. If the default has not been cured within said thirty (30) days of notice to the defaulting party or is incapable of being cured, then the aggrieved party may terminate this Agreement immediately by a further notice in writing effective upon mailing. If SLC shall send notice of default to Licensee based on a failure to pay royalties, then Licensee shall cure such default within ten (10) days of such notice.
(b) Ongoing Covenants . Any termination under this Section 12 will be without prejudice to the rights and remedies of either party with respect to any provisions or covenants arising out of breaches committed prior to such termination.
(c) Insolvency; Bankruptcy . If a petition in bankruptcy is filed by or against Licensee, or Licensee becomes insolvent, or makes an assignment for the benefit of creditors, or any other arrangement pursuant to any bankruptcy law, or if Licensee discontinues its Business or if a receiver is appointed for it or its Business, to the fullest extent permitted by law at the time of the occurrence, the Licenses granted herein shall automatically terminate without any notice whatsoever being necessary. In the event this Agreement is so terminated, Licensee, its receivers, representatives, trustees, agents, administrators, successors, and/or assigns shall have no right to sell, use, exploit or in any way deal with or in the SCORES Trademarks or anything relating to it whatsoever except under the special consent and instructions of SLC in writing, in SLC’s sole discretion, which they shall be obliged to follow.
(d) Cessation of Business . Upon cessation of the Business by the Licensee for a period of greater than thirty (30) days for any reason other than Force Majeure, this Agreement and the Licenses granted herein shall terminate automatically.
(e) Sale or Transfer of Business . If Licensee seeks to sell its Business or the assets of stock of the Business or otherwise transfer control of the Business, Licensee shall give SLC at least sixty (60) days advance written notice. Upon such sale or transfer, all rights and obligations of the Parties relative to this Agreement shall cease and be of no further force or effect, and this Agreement and the Licenses granted herein shall be deemed terminated.
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(f) Termination for Convenience . SLC may terminate this Agreement upon thirty (30) days written notice to Licensee for any reason or no reason without further obligation, provided, however, that upon such termination, Licensee shall pay to SLC all of its accrued Business Royalties and provide SLC with final Royalty Reports.
(g) Cessation of Use . Upon termination or expiration of this Agreement for any reason, the Licenses granted herein shall automatically terminate and Licensee shall immediately cease and desist all uses of the SCORES Trademarks, and all rights under the Licenses shall automatically revert to SLC or Owner, as determined by SLC. In no event shall Licensee make any uses of the SCORES Trademarks beyond the Term of this Agreement.
(h) Final Royalty Report . Within thirty (30) days after the expiration or termination of this Agreement, Licensee shall deliver to SLC any remaining Business Royalties due and owing and a final Royalty Report.
13. | REMEDIES. |
(a) Relief In Equity Against Certain Defaults . In the event of a breach by Licensee of any of its obligations under this Agreement, Licensee acknowledges and agrees that, SLC will have no adequate remedies at law and that it will be irreparably damaged in the event that the provisions of this Agreement are not specifically enforced. Accordingly, Licensee agrees that (a) an action for specific performance of the obligations created by this Agreement shall be a proper remedy for such breach, or threatened breach, and (b) Licensee shall not assert as a defense or otherwise in such action an allegation or claim that would contravene the agreement set forth in this Section. Such equitable remedy shall, however, be cumulative not exhaustive and shall be in addition to any other remedies available to SLC for a breach or threatened breach of this Agreement, including the recovery of damages and legal fees.
(b) Other Rights. In addition to the right to termination pursuant to Section 12, SLC may take, upon any default by Licensee, whatever action it deems reasonably necessary to protect its rights and interests under this Agreement. The termination of this Agreement by SLC shall not be deemed an election of remedies by SLC any such termination shall be without prejudice to the rights or remedies which SLC might otherwise have against Licensee under law, in contract or in equity for breach of this Agreement.
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(c) Equitable Relief . Licensee acknowledges that its failure to cease use of the SCORES Trademarks at the termination or expiration of this Agreement, except as expressly provided herein, will result in immediate and irreparable damage to SLC and to the rights of any subsequent licensee. Licensee acknowledges and admits that there may be no adequate remedy at law for such failure and Licensee agrees that in the event of such failure SLC shall be entitled to seek equitable relief and any other and further relief as any court with jurisdiction may deem just and proper. In the event of equitable relief in favor of SLC pursuant to the terms of this Section, it is the intent of the Parties that no undertaking (whether in the form of cash or surety bond) shall be required of SLC except to the extent of a nominal amount, if any, is otherwise expressly required by statute.
(d) Attorneys’ Fees . In the event that either party to this Agreement shall commence or otherwise be made a party to any suit, action, arbitration or other proceeding to interpret this Agreement, or to determine or enforce any right or obligation created hereby, if SLC is the prevailing party, SLC shall recover its costs and expenses incurred in connection therewith, including reasonable attorneys’ fees and costs of appeal, if any.
(e) Liquidated Damages. Any termination of this Agreement resulting from a breach or default by Licensee shall not relieve Licensee for many obligations which it had prior to the date of termination or from the continuing obligation to pay any Royalties for the balance of the Term. Notwithstanding the foregoing, the Parties acknowledge that the breach by Licensee of this Agreement would cause substantial damages to SLC, including, but not limited to, loss of "presence" in the marketplace while a successor or replacement Licensee is located, and that the extent of such damages would be difficult and impractical to ascertain. Accordingly, and without prejudice to SLC’s rights and remedies or Licensee's indemnification obligations, it is agreed that if SLC terminates this Agreement as a result of Licensee's breach or default, then SLC shall be entitled to recover from Licensee, as liquidated damages (in lieu of any recovery for Business Royalties, but not in limitation of any other remedies which SLC may have as a result of such breach or default such as the right to injunctive relief, the right to recover past due Business Royalties up to the date of termination, and reasonable attorneys’ fees and costs of collection incurred by SLC and due as of the date of termination), a sum equal to six (6) times the monthly pro rata amount of such Business Royalties due on the date of termination, provided, however, that if there are fewer than six (6) months remaining on the Term, then the foregoing amount shall be computed based upon the number of months remaining.
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14. | CONDITIONS; CONFIDENTIALITY. |
This Agreement and Licensee’s rights hereunder are conditioned upon Licensee’s compliance with the terms hereof, including, without limitation, the following:
(a) | Permits and Consents . Licensee, at its own cost, obtaining all permits, approvals and consents including, but not limited to, a liquor license and zoning and use permits in order that the Licensee may lawfully operate the Business in the Territory and at the Location as an adult entertainment night club and bar in the manner contemplated herein. |
(b) | Operation of Business . SLC acknowledges that, with the exception of the SCORES Trademarks, the Business is owned solely by Licensee and that, absent an uncured default by Licensee, SLC will not interfere with the Business or the operations thereof and that control of the Business remains solely with Licensee, subject to Licensee’s compliance with all the terms and conditions of this Agreement. |
(c) | Confidentiality . Licensee shall maintain in strictest confidence all of the terms and conditions of this Agreement, as well as, any other information or materials of SLC which are of a confidential and/or proprietary nature (the “Confidential Information”). Licensee shall use the Confidential Information received from SLC solely to fulfill Licensee’s obligations under this Agreement. |
15. | TERM . |
Unless earlier terminated in accordance with Section 12 by either party, the term of this Agreement shall commence on the Effective Date and continue for an initial term of five (5) years, with five (5) successive five (5)-year renewals, which renewals will occur automatically (collectively, the “ Term ”).
16 . | LIMITATION OF LIABILITY . |
EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND/ OR CLAIMS ARISING OUT OF LICENSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LICENSEE’S VIOLATION OF THE INTELLECTUAL PROPERTY, LICENSE OR CONFIDENTIALITY RESTRICTIONS CONTAINED HEREIN, IN NO EVENT SHALL EITHER PARTY OR THEIR PARENTS (INCLUDING OWNER), AFFILIATES OR SUBSIDIARIES BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SLC’S OR OWNER’S LIABILITY TO LICENSEE ARISING OUT OF THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY LICENSEE TO SLC UNDER THIS AGREEMENT DURING THE NINETY (90) DAY PERIOD IMMEDIATELY PRECEEDING THE ACCRUAL OF THE ALLEGED CAUSE OF ACTION. IN NO EVENT MAY ANY ACTION BY LICENSEE AGAINST SLC OR OWNER HEREUNDER BE ASSERTED MORE THAN ONE (1) CALENDAR YEAR AFTER THE CLAIM IN QUESTION HAS ACCRUED.
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17. | REPRESENTATION. |
It is expressly agreed and understood that neither party hereto is the agent or legal representative of the other and neither party has the authority, express or implied to bind the other or pledge its credit. This Agreement does not create a partnership or joint venture between the Parties.
18. | FORCE MAJEURE. |
It is understood and agreed that in the event of an act of the government, war, terrorism, fire, flood or other natural disaster, or labor or manufacturing strikes which prevent the performance of this Agreement, such nonperformance will not be considered a breach of this Agreement, and such nonperformance shall be excused while, but not longer than, the conditions described herein prevail. The period of Force Majeure shall not exceed twelve (12) months. Either party may terminate this Agreement upon written notice to the other party if the Force Majeure event lasts for twelve (12) months or longer.
19. | NOTICES. |
All notices, whenever required in this Agreement, will be in writing and sent by certified mail, return receipt requested, or via standard overnight courier, facsimile transmission or electronic mail, to the addresses designated by the Parties for such purpose. Notices will be deemed to have been given two business days following mailing, one business day after delivery to an overnight courier, and upon electronic confirmation of a facsimile transmission.
Notices To SLC: | Scores Licensing Corp. |
617 11 th Avenue, New York, NY 10036 | |
Fax: (212) 246-0856 | |
Attn: Howard Rosenbluth | |
E-mail: howardr@pecnyc.com |
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With a copy to: Jeffrey Weingart, Esq., Meister Seelig & Fein LLP, 140 East 45 th Street, 19 th Floor, New York, NY, 10017, Fax No. (212) 655-3535.
Notices to Licensee: Star Light Events LLC
1000 Boardwalk | |
Atlantic City NJ 08401 | |
Fax: | |
Attn: Chief Operating Officer | |
Email: my@scoresac.com |
20. | CONTROLLING LAW; VENUE. |
This Agreement shall be construed In accordance with the laws of the State of New York, United Stated of America, and jurisdiction over the Parties and subject matter of this Agreement with respect to any controversy arising hereunder, in whole or in part, shall be exclusively in the federal or state courts located in the State of New York, County of New York. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
21. | ASSIGNMENT . |
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns, provided, however, that neither this Agreement, nor any of the rights, interests or obligations hereunder may be assigned by Licensee without the prior written consent of SLC, and any attempts to do so without the consent of SLC shall be void and of no effect.
22. | ENTIRE AGREEMENT . |
This Agreement constitutes the entire agreement and understating between the Parties hereto. No other oral or written agreements or representations exist or are being relied upon by either party, all being merged herein. Any modifications or additions hereto must be made in writing and signed by the Parties.
23. | MISCELLANEOUS. |
(a) The section headings used herein are for reference purposes only and do not affect the meaning or interpretation of this Agreement. If any provisions of this Agreement are for any reason declared to be invalid or illegal, the remaining provisions shall not be affected thereby.
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(b) The failure of either party to enforce any or all of its rights hereunder as they accrue shall not be deemed a waiver of those rights, all of which are expressly reserved.
(c) This Agreement may be executed in more than one counterparts, all of which shall be deemed to be originals. Signatures delivered by electronic means shall be accepted and treated as original signatures.
(d) The following Sections of this Agreement shall survive the termination or expiration of this Agreement: 2, 6, 7, 11, 12, 13, 14 (c), 16, 19, 20, 21, 24 and 25.
24. | SECURITY INTEREST. |
(a) In order to induce SLC to enter into this Agreement and to secure the complete and timely performance of Licensee’s obligations hereunder, Licensee hereby grants to SLC a security interest in Licensee’s receipts and receivables from the Business as collateral. In the event Licensee defaults under this Agreement, SLC may enforce against Licensee all the rights and remedies of a secured creditor with respect to Licensee’s receipts and receivables from the Business upon default under all applicable laws. In the event Licensee files for bankruptcy under the U.S. Bankruptcy Laws, SLC may enforce all rights and remedies of a secured creditor under the U.S. Bankruptcy Code.
(b) Licensee agrees to execute any and all documents necessary to perfect SLC’s security interest hereunder including, but not limited to, Financing Statement Form UCC-1 and any other security agreements and financing statements evidencing said security interest in such form as may be recorded and perfected according to applicable laws.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their respective duly authorized representatives as of the date first written above.
SCORES LICENSING CORP. | STAR LIGHT EVENTS LLC | |||
By: | /s/Howard Rosenbluth | By: | /s/ Mark Yackow | |
Print Name: | Howard Rosenbluth | Print Name: | Mark Yackow | |
Title: | CFO | Title: | COO | |
Date: | 12/9/13 | Date: | 12/9/13 |
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SCHEDULE A
1. | SCORES Trademarks: |
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® trademark, U.S. Registration No. 1,830,135 |
International Classes: 6, 41, 42
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® trademark, U.S. Registration No. 1,855,829 |
International Classes: 25, 41, 42
THE REAL MEN OF SCORES TM trademark, U.S. Serial No. 85/905,856
International Classes: 41, 43
SCORES COLLECTION TM trademark, U.S. Serial No. 85/965,064
International Class: 35
DIAMOND DOLLARS TM
2. | Licensed Products: |
Apparel, underwear, jewelry, novelties and other items, in each case subject to the prior written approval and consent of SLC.
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1. |
I have reviewed this Form 10-Q of Scores Holding Company, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d) |
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b) |
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: December 27, 2013
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/s/ Robert M. Gans
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Robert M. Gans, Chief Executive Officer
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1. |
I have reviewed this Form 10-Q of Scores Holding Company, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d) |
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b) |
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: December 27, 2013
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/s/ Howard Rosenbluth
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Howard Rosenbluth, Chief Financial Officer
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
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Date: December 27, 2013
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/s/
Robert M. Gans
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Robert M. Gans
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Chief Executive Officer
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: December 27, 2013
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/s/ Howard Rosenbluth
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Howard Rosenbluth
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Chief Financial Officer and Principal Financial Officer
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