Policy for Online Distribution and Marketing of MLB-Licensed Products

MLB Licensed Product Sales Limitations: Licensees may not, directly or indirectly, sell any consumer products* licensed by MLB Advanced Media, L.P. (“MLB”) (as agent for BOC, Major League Baseball Properties, Inc. and the Clubs pursuant to the Major League Baseball Agency Agreement) (“MLB Licensed Products”) to retailers for online sales, except to websites owned by those retailers identified below (“Approved Online Retailers”) or retailers otherwise approved in writing by MLB’s Senior Vice President of Consumer Products.

• Approved Online Retailers: Approved Online Retailers include (i) MLB’s consumer product licensees with U.S. distribution rights, and (ii) the entities listed at the following hyperlink: https://www.mlb.com/official-information/mlb-online-retailer#approved (“Approved Online Retailers List”). The Approved Online Retailers List shall be updated from time to time at MLB’s sole discretion.
• Criteria for Becoming an Approved Online Retailer. As noted above, MLB may, in its sole discretion, approve additional retailers to sell products online. MLB may consider, among other things, the following criteria when reviewing requests to approve proposed websites, which criteria may be considered individually or taken together as a whole, as determined by MLB:

(A) Whether the applicable retailer generates more than 25% of its overall revenue from physical sales at brick and mortar stores operated under names or trademarks owned or controlled by such retailer.

(B) Whether, in the previous calendar year, the proposed retailer sold $2 million or more in MLB Licensed Products.

(C) Whether the proposed website includes state of the art technology, appropriate privacy policies and customer service protections.

(D) The breadth of the selection of products offered on the proposed website.

(E) The return policies and customer service support made available by the proposed website.

(F) Whether each MLB Licensed Product bearing a particular MLB Club’s name, mark or logo or other MLB mark and sold online by the applicable retailer is offered for sale in all of such retailer’s brick and mortar stores in such MLB Club’s local market.

(G) Whether the applicable retailer has ever used in violation of applicable law (i) photographs or footage from MLB games or events or (ii) MLB-owned or controlled names, logos, or other trademarks (collectively, “MLB Trademarks”) on its website(s) without authorization from MLB.

(H) Whether the applicable retailer has knowingly or intentionally sold, is selling, or is promoting (in each case, in a material fashion) any counterfeit products, products that MLB believes infringe upon MLB’s owned or controlled rights, or products that MLB believes are designed to ambush the rights it owns or controls.

• Restrictions on Use of MLB Trademarks and Other MLB Content. Retailers may not do the following, unless otherwise approved in writing by MLB:

‎(A) Except as set forth in the next sentence, use any MLB-owned or controlled names, logos or other trademarks (collectively, “MLB Trademarks”) on their websites. Provided they otherwise comply with MLB’s policies and applicable law, retailers may show MLB Licensed Products they offer for sale;

(B) Use photographs or footage from MLB games or events on or in connection with their websites;

(C) Purchase, bid or participate in auctions on any Internet search engines (including, but not limited to, Alibaba, Amazon, Bing, eBay, Facebook, Google, Twitter or Yahoo!) for any terms or variations of terms that include any MLB Trademarks or any terms that refer to MLB Licensed Products; or

(D) Display advertisements, including, but not limited to, product listing advertisements or Third Party Marketplace advertisements (as defined below) using MLB Trademarks, any terms that refer to MLB Licensed Products or otherwise relating to MLB or the MLB Clubs.

• ‎Restrictions on Retailer’s Sales: Retailers who sell MLB Licensed Products online are not authorized to sell such products under any Third Party Marketplaces, Internet buying sites (e.g., buy.com or ebay.com) or Internet aggregation sites (e.g., Yahoo! or aol.com). Licensees shall ensure that any retailer to whom they sell MLB Licensed Products sells such products online (i) in accordance with MLB’s policies, and (ii) only via websites that are not marketed under any third party’s brand and that are owned or controlled by such retailer.
• Third Party Marketplaces Definition: For purposes of this policy, “Third Party Marketplaces” include third party storefronts and other sites that allow multiple third party sellers to sell merchandise directly to the public and for which the shopping cart and checkout process occurs directly on such site (e.g., Alibaba, Amazon Marketplace, eBay, Rakuten, Sears Marketplace and Walmart Marketplace).
• Counterfeits/Infringements/Ambush Marketing: Licensees are prohibited from selling to any retailer or other entity that MLB believes has sold, is selling or is promoting any counterfeit products, products that MLB believes infringe upon MLB’s owned or controlled rights or products that MLB believes are designed to ambush the rights it owns or controls.
• Information Collection and Audit Rights: Each licensee shall require that anyone to whom it sells or otherwise distributes the MLB Licensed Products (excluding MLB Indemnitees and individual consumers) (hereinafter, “Commercial Purchaser”) will not, directly or indirectly, sell to, transship, barter, otherwise exchange or deliver any MLB Licensed Product to any person or entity other than the end consumer (i.e., the final purchaser), without the prior express written authorization of MLB’s Senior Vice President of Consumer Products. Each licensee shall require each Commercial Purchaser to keep, maintain and preserve in its principal place of business for at least two (2) years following the termination or expiration of its license agreement or any renewal thereof (“Retailer Books and Records Period”), complete and accurate records and accounts covering all transactions relating to such sales and distribution of MLB Licensed Products. Such records and accounts must include, without limitation, sales contracts, purchase orders, invoices, correspondence and banking, financial, shipping, delivery and other records in its possession or control, and may exclude information such purchaser is prohibited from retaining under applicable law and, unless otherwise requested in writing by MLB (which request shall be subject to an agreement concerning the sharing, storage, and usage thereof), personally identifiable information or similar sensitive data concerning any individual (“PII”). The purchaser of such MLB Licensed Products shall have the right to redact pricing information and confidential information that is wholly unrelated to the sale or distribution of MLB Licensed Products; provided, however, that, unless required by applicable law or otherwise pertaining to PII, such purchaser may not redact any information identifying the recipients of the MLB Licensed Products and the quantities of products sold or otherwise distributed.
• For the benefit of licensees and MLB, licensees shall reserve the right to audit, examine and copy such records (whether kept in written, electronic, or other form) at the applicable entity’s principal place of business at any time or times during the Retailer Books and Records Period during business hours and upon notice of five (5) calendar days by licensees or their representatives. Licensees shall have such inspection and audit right to inspect with 24 hours written notice based on its reasonable concerns regarding infringement of MLB Licensed Product and/or unauthorized/violative distribution of MLB Licensed Products. No one shall cause or permit any interference with licensees or their representative in their performance of their duties of inspections and audit. Although licensees shall have the exclusive right to request and conduct such an audit, licensees shall promptly exercise such right upon a reasonable request by MLB, as third-party beneficiary of such right, to do so.
• Ceasing Shipments to Retailers in Breach: Licensees who are notified by MLB that retailers are selling MLB Licensed Products in a manner prohibited by this policy shall cease shipments of such products to those retailers within five (5) days of receiving MLB’s notice, unless otherwise directed in writing by MLB.
• Reservation of Rights: MLB reserves the right to amend this policy in its sole discretion without prior notice in any manner and at any time. Accordingly, MLB may prohibit a retailer from selling online any MLB Licensed Products if MLB determines that allowing such sales would be detrimental to MLB’s brand image (e.g., if the e-commerce site is selling counterfeit product or displaying MLB products in a manner that reflects poorly upon MLB or the brands it owns or controls). MLB may also, in its discretion, prohibit all sales (whether online or offline) of MLB Licensed Products to retailers who fail to comply with this policy in any manner.

* For clarity and avoidance of doubt, the consumer products referenced herein shall not include any online activated goods or digital products (e.g. applications, streaming products).