NFL Addendum

Last Updated: July 22nd, 2020

Official NFL Media Addendum

 

This Official NFL Media Addendum (“Addendum”) is entered into by and between the Parties and governs Sportradar’s provision of NFL Data (as defined below) to Customer.  This Addendum shall be incorporated into by reference and governed by the Agreement under which Sportradar licenses NFL Data to Customer (“Agreement”) and will run conterminously with the Agreement. All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement. To the extent of any conflict between the terms of an Agreement and this NFL Addendum, this NFL Addendum shall prevail.

1. Definitions.  In this Addendum, capitalized terms shall have the meaning assigned to them herein.  Additionally, for purposes of this Addendum, the following definitions apply:

1.1. “Historical Data” means statistics and other data related to National Football League games (and players in such games) prior to the 2015 NFL season.

1.2. “Key Plays” means any of the following: (a) touchdowns, (b) interceptions, (c) pass completions over 20 yards, (d) runs over 15 yards, (e) punt returns over 20 yards, and (f) kick returns over 40 yards.

1.3. “League Marks” means “National Football League”, “NFL”, “National Football Conference”, “American Football Conference”, “NFC”, “AFC”, “Super Bowl”, “Pro Bowl”, the NFL Shield design, NFL Calendar Trademarks (e.g., NFL Kickoff), any branding for the NFL Data (e.g., “Next Gen Stats” or any other brand or designation identified by NFL) and other identifying words, logos, symbols, slogans and indicia used, held for use, or otherwise adopted for commercial purposes by the NFL.

1.4. “Licensed NFL Marks” means the branding for the NFL Data (e.g., “Next Gen Stats” or any other brand or designation identified by NFL) that NFL designates in writing for use for branding of NFL Data and no other NFL Marks.

1.5. “Member Clubs Marks” means the full team names, nicknames, helmet designs, uniform designs, logos, slogans and other identifying words, symbols and indicia used, held for use, or otherwise adopted for commercial purposes by the Member Clubs.

1.6. “New NGS Data Points” means any new data or insights that are (a) derived from existing NGS Content or (b) output from analysis of NGS Content or analysis of derivatives of NGS Content.

1.7. “NFL” means NFL Enterprises LLC.

1.8. “NFL Data” means, collectively, the data delivered via the Game Statistics Information System feed in respect of National Football League games (“NFL Games”) played during the Term (“GSIS Content”), NGS Content and the data delivered via the NFL’s play-by-play data feed in respect of NFL Games played during the Term and focused on delivering real-time statistics for key plays (“Live Data NFL (Media)”), in each case as identified in the Agreement.

1.9. “NFL Entities” means the NFL, the National Football League, the National Football League member clubs (“Member Clubs”), NFL Ventures, L.P. and its subsidiaries, or any of their respective related entities and affiliates.

1.10. “NFL Marks” means the League Marks and Member Clubs Marks.

1.11. “NFL Research Product” means a Research Product that includes NFL Data and Historical Data.

1.12. “NGS Content” means the next generation statistics data feeds or the next generation statistics data products in respect of National Football League games played during the Term.

1.13. “Permitted Sponsorship” means sponsoring sections or features that contain NGS Content (i.e. “Sportradar Monday Morning Wrap-Up”). Permitted Sponsorship shall not directly or impliedly (i) sponsor NGS or next generation statistics or (ii) sponsor a single NGS or next generation statistic. In addition, if a section or feature is solely based on NGS Content, a sponsor may only place a logo in such section or feature. 

1.14. “Research Product” means a game preview research product, research query software tool and/or research call center service.

1.15. “Sports Betting Operations” means directly engaging in or participating in any (including brick-and-mortar or digital) sports betting (e.g., placing or accepting sports wagers, providing a marketplace for peer-to-peer betting); and/or engaging in any (including brick-and-mortar or digital) operations predominantly directed towards sportsbooks or sports bettors (e.g., providing picking services or sportsbook-specific B2B services (e.g., setting lines, providing sports betting data/technology)).

2. Acknowledgement of Ownership.  Customer acknowledges and agrees that NFL Enterprises LLC (“NFL”) is the sole owner of all right, title and interest in the NFL Data and the NFL Marks throughout the world.  Customer acknowledges that the compilation of data making up the NFL Data is proprietary and a trade secret of the NFL and that the display of data elements from the NFL Data does not change the status or ownership of the compilation.  To the extent that Customer obtains any ownership rights by operation of law to NFL Data or NFL Marks, Customer hereby assigns and transfers such rights to the NFL.

3. Scope of Rights; Prohibitions.

3.1. Subject to compliance with all the restrictions and conditions in this Addendum, Sportradar hereby grants to Customer a non-exclusive, limited right to use NFL Data on Customer’s websites and applications on digital platforms that offer consumer-facing sports content (e.g., game centers, box scores, tickers, player profiles and editorial content, fantasy games, etc.) and to conduct internal use of the NFL Data to support the foregoing use on Customer’s websites and applications.  Furthermore, Sportradar hereby grants to Customer a non-exclusive, limited right to use the NFL Research Product (if such product is licensed under the Agreement) solely for Customer’s internal use only, except for posting on Customer’s websites and applications of visualizations produced by the NFL Research Product that are clearly authorized for posting as specified in the NFL Research Product.  Customer agrees and acknowledges that it shall not, directly or indirectly, make the NFL Research Product available to end users of its products or services.

3.2. Customer may not display all or substantially all of the source NFL Data at a given time or otherwise re-distribute the source NFL Data (e.g., Customer will not offer its websites or applications on a white-label basis).  Customer will display data elements from the NFL Data in accordance with any then-current NFL guidelines that may be provided and in accordance with the terms of this Agreement.

3.3. Except as expressly permitted herein, Customer may not use, edit, modify, create derivatives, combinations or compilations of, combine, associate, synthesize, re-identify, reverse engineer, reproduce, display, distribute, disclose, sell or otherwise process NFL Data.

3.4. Customer acknowledges and agrees that it shall not re-distribute the NFL Data or engage in any use of the NFL Data that is not intended for use by consumers.

3.5. Customer shall not engage in any use of robots, spiders and other automated devices or processes that are used to monitor or copy content of the Customer’s site or application, including the NFL Data.

3.6. No right, license or permission or interest of any kind in or to the NFL Data or any other NFL Entity or player data is or is intended to be given or transferred to or acquired by Customer, except for the specific permissions to NFL Data specified in Section 3.1 above.  Sportradar and NFL reserve all other rights, claims and permissions to the NFL Data and no other permission shall be implied under any circumstances.

4. Secure Processing and Remediation Efforts.  Customer shall implement reasonable data security practices, including meeting the requirements set forth on Exhibit B hereto, as the same may be updated from time to time.  If after receiving updated data security requirements Customer believes it cannot comply with such requirements within thirty (30) days, Customer must notify Sportradar within these thirty (30) days.  Sportradar and Customer agree to make a commercially reasonable effort to achieve a mutually agreeable solution, with any such solution subject to NFL approval. In addition, Customer shall comply with the obligations set forth in Exhibit B with respect to any Data Security Breach (as defined in Exhibit B), including the obligations relating to remediation efforts.

5. Customer Terms of Use.  Customer will prominently post a link to its terms of use on its site or application.  The terms of use will include at least the following (and such other terms as Sportradar or NFL may direct from time to time):

5.1. The following notice of the NFL’s rights to the NFL Data and Licensed NFL Marks (which notice may be updated from time to time by the Sportradar or the NFL; Customer will implement the updated notice promptly after receipt of notice of the change from Sportradar).

5.2. This service includes proprietary data of the NFL Entities which may only be used by individual consumers as part of this service for authorized purposes. Further reproduction, use, and distribution of such data is not permitted.  Next Gen Stats, the NFL shield design, and other NFL-related identifying marks are trademarks of the NFL. The team names, logos, and team-related identifying marks are trademarks of the teams indicated. All rights reserved.

5.3. A prohibition against the use of robots, spiders and other automated devices or processes that are used to monitor or copy content of the Customer’s site or application, including the NFL Data.

6. Reporting.  Customer shall provide Sportradar with monthly reports of consumption and usage of NFL Data.

7. Term and Termination.  The term of the Addendum shall be as set forth in the Agreement; provided, however, that in no event shall any such term extend beyond March 31, 2021 (the “Term”).  Sportradar and/or the NFL may terminate this Addendum in its entirety at any time, including, without limitation, if (i) Customer breaches the terms of the Addendum or otherwise misuses the NFL Data or causes harm to the NFL or (ii) the NFL terminates its grant of rights to Sportradar.  Immediately upon any termination of this Addendum or the Agreement, Customer shall cease all use of NFL Data and promptly provide to the Sportradar or NFL all data and databases in its possession or destroy all NFL Data in its possession, in each case as directed by the NFL or Sportradar, provided that Customer will provide prompt written certification of compliance with these return or destruction requirements

8. Monitoring and Takedown.  The NFL may, with reasonable notice to Customer, to audit Customer’s use of the NFL Data no more than once each year during the Term to verify compliance with the terms of the Addendum.  If Sportradar or the NFL identifies objectionable use (as determined by the NFL in their sole discretion) of NFL Data by Customer, Sportradar will notify Customer, and upon notification to Customer by Sportradar, Customer shall have two (2) business days to cease the objectionable use.  If Customer does not cease the objectionable use within such time period, Sportradar may, at the direction of the NFL, suspend or cease distribution of NFL Data to Customer and terminate this Addendum or the Agreement in its entirety and Customer agrees that neither Sportradar nor the NFL will have any liability for any such termination.

9. Suspension. Sportradar reserves the right to suspend delivery of the NFL Data to Customer if Customer is in breach of this Addendum or the Agreement or the NFL otherwise has reasonable grounds for believing that Customer is misusing the NFL Data which causes harm to the NFL.

10. Branding.  Customer shall reference the NFL’s advanced statistics brand (e.g., “Next Gen Stats” or any other brand or designation identified by NFL) whenever NGS Content is used.  In addition, the notice that is set forth in Section 5.1 above must also appear on the home page or screen of the Customer’s websites and applications that use the NFL Data.  Any and all use of NFL’s advanced statistics brand by Customer shall be in accordance with NFL’s trademark and style guidelines provided to Customer from time to time by Sportradar or the NFL.

11. Confidentiality.  Customer and Sportradar agree that during and after the Term they shall not, except as authorized by this Agreement, use for their own benefit or for the benefit of any person or entity, any information provided under this Agreement either identified as a trade secret or confidential information or which under the circumstances should reasonably be regarded by the recipient as a trade secret or confidential information, which includes the terms and conditions of this Agreement, the NFL Data, information pertaining to the NFL Entities and NFL players, the parties’ respective financial affairs and patent, trademark, trade name, service mark, copyright or other intellectual property (the “Confidential Information”).  In addition, each of Customer and Sportradar agrees that at no time during or after the Term will it (or its employees or agents) deliver or disclose the Confidential Information or NFL Data or any derivations, modifications or portions thereof, to any third party, other than as authorized under the terms of this Agreement.  Customer will secure and protect the NFL Data using the same safeguards as Customer uses to protect other trade secrets and confidential information, but in any event safeguards that meet or exceed the NFL’s data security policies, including those requirements set forth in Exhibit B.

12. Indemnification.  Customer hereby agrees to indemnify and hold harmless Sportradar, the NFL Entities, and each of their respective affiliates, directors, officers, employees, agents successors, assigns and other representatives from and against any and all third party claims for liability, loss, damage, cost and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to (i) Customer’s gross negligence or willful misconduct, (ii) any breach or default by Customer of any representation, warranty, duty or obligation contained in this Agreement or (iii) any Data Security Breach.  The obligations under this Section 11 are conditioned upon the party seeking indemnification (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding (however, any failure to give prompt notice will not limit the indemnification obligations to the extent that the failure does not materially prejudice the indemnifying party) and (ii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.

13. Warranty Disclaimers. The NFL Data is provided on an “as is” basis and with no representation or warranty whatsoever, express or implied.  Sportradar, NFL and NFL Entities hereby disclaim all representations and warranties as to the accuracy, merchantability and fitness for a particular purpose in relation to the NFL Data.

14. Exclusions and Limitations of Liability. To the fullest extent permitted by applicable law: (A) Sportradar, NFL and the NFL Entities are not liable for incidental, consequential, special or exemplary damages including, without limitation, lost profits or loss of data, even if advised of the possibility of such damages and (b) Sportradar’s and the NFL AND NFL Entities’ maximum aggregate liability to Customer will not exceed the total fees paid for the NFL Data for the then-current NFL season.

15. Additional Restrictions.

15.1. Customer covenants that it does not and will not will not make use of the NFL Data for engaging in Sports Betting Operations.

15.2. Customer agrees not to derive or distribute any New NGS Data Points Further, Customer shall not identify a New NGS Data Point or any compilation of New NGS Data Points with a name, trademark or other identifier unless such name, trademark or other identifier has been pre-approved by the NFL.

15.3. NGS Content may be used to create a graphical display of the play on the field (whether in real-time or after the conclusion of the play), provided the graphical displays are limited to distribution of twenty-four (24) Key Plays per game. Such graphical displays may continue to exist on NGS Content Customer’s digital properties post-game, but in no event past March 31 following the Super Bowl that concludes the applicable NFL season (i.e. March 31, 2020 for the 2019-2020 NFL Season). For clarity, substitutions of graphical displays once posted are prohibited.

15.4. NFL Data (i) may not be overlaid on NFL Game video footage under any circumstances (e.g., even if Customer has a license to NFL Game video footage); (ii) may not be used to create interactive experiences around or in connection with any NFL-themed video programming, including NFL Game broadcasts, NFL Sunday Ticket, NFL Network, NFL RedZone and NFL-themed studio shows and, for clarity, interactive experiences will include but not be limited to the display of the NGS Content adjacent to or on top of such programming; (iii) may not be used in fitness or consumer health applications; and (iv) NGS Content may not be used in direct connection with any brand activation products (e.g., “Verizon LTE Fastest Player of the Day” would be prohibited) without express pre-approval by NFL.

15.5. Customer, in limited circumstances, may sell or display advertising or sponsorships specifically against the NFL Data, whether as part of Customer’s website or application or as part of a frame for another service; provided it falls within one of the following approved uses as follows; (i) run-of-site banner ads, (ii) placement of advertiser logos on NFL widgets or content visualizations, (iii) display ads and video ads within NFL widgets or content visualizations, and (iv) Permitted Sponsorship. Any NFL Official NGS Sponsors shall have the right of first refusal with regards to NGS Content advertising and sponsoring approved uses, excluding run-of-site banner ads.  As of August 2019, the NFL’s Official NGS Sponsor is Amazon Web Services in the following cloud-computing categories: Platform, Infrastructure, Machine Learning, and Artificial Intelligence. In addition, while run-of-site banner ads and other advertising are permissible, Customer agrees not display on any page on which NFL Data is used or appears any advertising for products and services that fall within one or more of the prohibited categories in Exhibit A at the end of this Addendum.

15.6. To the extent Customer has purchased either only a U.S. or international subscription to NFL Data, Customer shall geo-restrict access to the NFL Data to either the U.S. or international territory (as applicable).

15.7. Customer shall have the right to save or otherwise archive NGS Content during Term and solely for the purposes of supporting authorized uses of NGS Content in accordance with the applicable tier (as set forth on the Order Form) and the restrictions set forth herein.  Customer shall not make available such archive in a consumer-facing manner.  Sportradar may request, in its sole and absolute discretion, that Customer remove any such consumer-facing archive and Customer shall remove such consumer-facing archive.

15.8. Customer agrees to permit disclosure of its contact information to the NFL, the NFL Entities and/or third party(ies) designated by the NFL to take over the distribution of NFL Data contemplated by the Agreement.

15.9. Customer shall not use, or allow others to use, NFL Data in a manner that is or may be harmful to the NFL Entities or their players and personnel.  Customer shall not: (i) use or register any domain name that is identical to or confusingly similar to any of the NFL Marks; (ii) create, acquire, license, or support any internet keyword or search term that contains any NFL Marks or names of categories of NFL Data; or (iii) collect, use or reproduce data from any source that is linked to or combined with NFL Data except with the NFL’s express written authorization.

15.10. The NFL Data may be represented as an official feed, however Customer shall not represent any of the statistical information included in the NFL Data as being official statistics of the NFL.

16. Acknowledgement, Cooperation & Enforcement.

16.1. Customer acknowledges that the NFL holds all right, title and interest in and to the NFL Data and all related goodwill (including, without limitation, database rights and copyright in databases under relevant law, if applicable) (“Intellectual Property Rights”), and Customer shall provide all reasonable assistance to Sportradar and the NFL to defend Sportradar and the NFL against claims that the NFL Data infringe any third party rights and otherwise to protect and maintain the NFL’s Intellectual Property Rights in connection with its use of the applicable NFL Assets hereunder.

16.2. Customer represents, warrants and covenants that throughout the term of the Agreement:

16.2.1. it will use best industry-standard technology to ensure that: (a) the NFL Data is not accessed or used by or on behalf of any unauthorized persons or in an unauthorized manner and (b) the NFL Data is not accessed outside of the territory for which their use is licensed under the Agreement;

 

16.2.2. its end-user-facing terms of use will impose obligations that protect the NFL Data from unauthorized access or use, consistent with the terms herein; and

 

16.2.3. it will not use any data in connection with NFL games or events that it knows, or reasonably should know, has been obtained unlawfully or otherwise in violation of any applicable law or regulation, or of any license granting access to any NFL game or event.

 

17. Third Party Beneficiary.  Sportradar and Customer hereby acknowledge and agree that the NFL is a third party beneficiary of this Agreement, including this Addendum, and that, upon Customer’s acceptance of the Agreement, the NFL will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Customer as a third party beneficiary hereof.  Sportradar may, by written notice to Customer, transfer its rights and obligations under the Agreement pursuant to a novation agreement in favor of a transferee who accepts all obligations of Sportradar under the Agreement.  Customer shall take all necessary actions to give effect to such novation, including the execution of relevant documents.  With respect to any such enforcement by the NFL in connection with the NFL Data, (i) the terms and conditions governing the rights to and use of NFL Data will be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions and (ii) any dispute or enforcement proceeding related thereto is to be conducted exclusively before the United States District Court for the Southern District of New York (the “NY Court”) and Customer irrevocably submits to the exclusive jurisdiction of such court in any such litigation or other proceeding and waives any objection to venue or to convenience of forum; provided, however, that in the event that federal jurisdiction is unavailable in the NY Court, then Customer submits to the exclusive jurisdiction of the state courts in the County of New York, New York for any such litigation or other proceeding; and (iii) Customer waives any right to trial by jury for any action or proceeding by the NFL to enforce or defend any rights under this NFL Addendum.  Sportradar may, by written notice to Customer, transfer its rights and obligations under the Agreement pursuant to a novation agreement in favor of a transferee who accepts all obligations of Sportradar under the Agreement.  Customer shall take all necessary actions to give effect to such novation, including the execution of relevant documents. Nothing contained in this Addendum is intended to supersede or modify Sportradar’s rights to enforce the Agreement in accordance with its terms.


 

Exhibit A

Prohibited Ad Category List (2020 Season)

(Note that examples listed within specific categories are provided for illustrative purposes only.)

1. Contraceptives (e.g., condoms), except to the extent otherwise expressly permitted under the pharmaceutical category.

2. Dietary and/or nutritional supplements (in any form, including without limitation beverages (e.g., products commonly known as “energy drinks”), pills, powders, bars, transdermal patches, etc.), products that contain ingredients other than vitamins and minerals for which the FDA has established recommended daily intakes, or any substance prohibited pursuant to League policies. Health and nutrition stores are permitted, provided such ads do not reference any of the foregoing prohibited categories. “Energy drinks” that are regulated by the FDA as food and beverage products – not as dietary or nutritional supplements – are also permitted, provided the advertisements for such products comply with the NFL’s Advertising Content Regulations.

3. Establishments that feature nude or semi-nude performers.

4. Firearms, ammunition or other weapons; however, stores that sell firearms and ammunitions (e.g., outdoor stores and camping stores) will be permitted, provided they sell other products and the ads do not mention firearms, ammunition or other weapons.

5. Fireworks.

6. Sportsbooks, sports betting, sports betting brands, sports betting-related services, and any entity or brand for which the majority of its U.S. gross revenues or operating profit in any of the last three years is attributable to sports betting-related services, unless the advertising complies with the parameters set forth in the Advertising Content Regulations.

7. Illegal products or services.

8. Movies, video games and other media that contain or promote objectionable material or subject matter (e.g., overtly sexual or excessively violent material), as determined by the NFL.

9. Restorative or enhancement products (e.g., “male enhancement” products), except to the extent otherwise expressly permitted under the pharmaceutical category.

10. Sexual materials or services (e.g., pornography or escort services).

11. Social cause/issue advocacy advertising, unless otherwise approved in advance by the NFL. (If approved, only traditional advertising (i.e., discrete units airing during commercial breaks, rather than segment sponsorships or media enhancements) will be permitted.)

12. Tobacco products (e.g., cigarettes, e-cigarettes, cigars, pipe tobacco, chewing tobacco and snuff).

13. Cannabis, other products containing cannabinoids, and products related to the production or ingestion of such products.

14. Advertisements for medical devices and prescription pharmaceutical products, unless otherwise approved in advance by the NFL or as set forth below. (If approved, only traditional advertising will be permitted.)

a. Advertising for prescription medications is currently permitted in the following categories only (categories subject to change at any time in the NFL’s sole discretion):

i. Aesthetic Products (e.g., Botox, Latisse)

ii. Analgesics (Non-Opioid Only) (e.g., Celebrex, Mobic)

iii. Antibacterials (e.g., Zithromax, Levaquin)

iv. Anticoagulants/Platlet Modifying Agents (e.g., Pradaxa, Plavix)

v. Anticonvulsants/antiepilepsy (e.g., Neurontin)

vi. Antidementia / Alzheimer’s Agents (e.g.,Aricept)

vii. Antidepressants / Anxiolytics (e.g., Cymbalta, Lexapro, Zoloft)

viii. Antifungals (e.g., Diflucan)

ix. Antigout Agents (e.g., Zyloprim)

x. Anti-Insomnia Agents (e.g., Lunesta, Ambien)

xi. Anti-Inflammatory Agents (Non-Steroidal Only) (e.g., Deltasone)

xii. Anti-Migraine Agents (e.g., Topamax, Treximet)

xiii. Antineoplastics/Oncology Agents (e.g., Rituxan, Gleevec)

xiv. Antiparasitics (e.g., Malarone, Stromectol)

xv. Anti-Parkinson / Movement Disorder Agents (e.g., Requip, Mirapex)

xvi. Antispasticity Agents (e.g., Zanaflex)

xvii. Antivirals (e.g., Kaletra, Zovirax, Tamiflu)

xviii. Blood Glucose Regulators / Diabetes Medications (e.g., Januvia)

xix. Cardiovascular Agents (including Cholesterol Reducing) (e.g., Lipitor, Cestor, Norvasc)

xx. Dental and Oral Agents (e.g., Aphthasol)

xxi. Dermatological Agents (e.g., Taclonex)

xxii. Gastrointestinal Agents (including Inflammatory Bowel Disease Agents) (e.g., Nexium, Asacol)

xxiii. Genitourinary Agents (including Erectile Dysfunction and Prostate Medications) (e.g., Flomax, Viagra)

xxiv. Hair Renewal and Growth (e.g., Propecia)

xxv. HIV medications (e.g., Dovato)

xxvi. Immune Suppressants / Immunomodulators (e.g., Humira, Orencia, Enbrel)

xxvii. Metabolic Bone Disease Agents (including Anti-Osteoporosis Agents)(e.g., Boniva)

xxviii. Multiple Sclerosis Agents (E.g., Betaseron, Ampyra)

xxix. Ophthalmic Agents (e.g., Restasis)

xxx. Oral Contraceptives (e.g., Loestrin 24)

xxxi. Otic Agents (e.g., Auralgan)

xxxii. Pancreatic Enzyme Replacement Agents (e.g., ZenPep)

xxxiii. Respiratory Tract Agents (Allergy and Asthma Medications) (e.g., Advair, Spiriva, Pulmicort)

xxxiv. Smoking Cessation Products (e.g., Chantix), but specifically not including “electronic cigarettes”

xxxv. Vaccines (e.g., Gardasil, Fluvirin, Zostavax)

b. Advertising for medical devices is currently permitted in the following categories only (categories subject to change at any time in the NFL’s sole discretion):

i. Aesthetics (e.g., dermal fillers for facial wrinkles)

ii. Cardiovascular (e.g., coronary stents)

iii. Dental (e.g., dental implants)

iv. Drug Delivery Devices (e.g., diabetes pumps)

v. Ear, Nose, and Throat (e.g., sleep disorder breathing products, hearing aids)

vi. Ophthalmic (e.g., intraocular lenses for cataracts)

vii. Orthopedic (e.g., knee/hip replacements)

15. Any advertisement that does not comply with the NFL’s Advertising Content Regulations.

ADVERTISING CONTENT REGULATIONS

Any advertisement not in compliance with the following guidelines will be deemed prohibited advertising under this agreement.

All advertisements must:

1. Comply with all applicable broadcast standards and regulations;

2. Be of suitable artistic and technical quality;

3. Include responsibility messaging, and not be targeted at minors, if advertising alcohol or gambling (including sports betting);

4. Not violate any rights of any person, firm or corporation;

5. Not contain any false, unsubstantiated or unwarranted claims for any product or service, or testimonials that cannot be authenticated;

6. If advertising “energy drinks”:

a. Be a traditional advertisement or billboard only (i.e., no sponsorships);

b. Not be from a company that manufactures products containing substances prohibited pursuant to League policies;

c. Not claim or imply that the product enhances athletic performance, or promote, depict or imply the mixing of “energy drinks” with alcohol;

d. Not be targeted at minors; and

e. Be approved in advance by the NFL;

7. If advertising sportsbooks, sports betting, sports betting brands, sports betting-related services, or any entity or brand for which the majority of its U.S. gross revenues or operating profit in any of the last three years is attributable to sports betting-related services:

a. Not appear during any live NFL game broadcast*, or (if airing on the same channel/platform of the live NFL game broadcast) in the 10-minute window immediately prior to such broadcast;

b. Be a traditional advertisement or billboard only (i.e., no media sponsorships), and no longer than 30 seconds;

c. Be from a company that complies with the NFL’s sports betting guidelines (e.g., licenses Official NFL Data, complies with the NFL’s objectionable bet prohibitions, etc.); and

d. Be approved in advance by the NFL (submissions should be sent to Charles.Lovering@nfl.com and Quentin.Tall@nfl.com).

8. Not be in whole or part defamatory, obscene, profane, vulgar, repulsive or offensive, either in theme or in treatment, or describe or depict repellently any internal bodily functions or symptomatic results of internal conditions, or refer to matters generally considered socially unacceptable;

9. Not contain any false or ambiguous statements or representations that may be misleading to the audience;

10. Not include any element of intellectual property without the owner’s consent to such use, including but not limited to music master, mechanical, performance and synchronization rights, or give rise to any other colorable claim of infringement, misappropriation or other form of unfair competition;

11. Not be libelous or disparage competitors or competitive products;

12. Not be injurious or prejudicial to the interests of the public, the NFL, its member clubs or honest advertising and reputable business in general; and

13. Not make any appeal for funds or consist of, in whole or in part, political advocacy (unless otherwise approved by the NFL).

* For purposes of this policy, a “live NFL game broadcast” means the broadcast commencing after the last commercial break prior to kickoff, and concluding at the commercial break (or the start of the next program) following game completion or (if applicable) trophy presentation, including halftime and all other game breaks.


EXHIBIT B

DATA SECURITY REQUIREMENTS

Customer agrees that it shall at all times abide by the data security policy below:

I.                Definitions.

Data Laws” means any law, rule, regulation, declaration, decree, directive, statute or other legislative enactment, order, mandate, resolution or self-regulatory guideline or standard issued or enacted by any government body that relates to data, including Personally Identifiable Information (including, without limitation, the California Consumer Privacy Act (CCPA)), applicable to Customer, Sportradar, or the NFL, or to which Customer, Sportradar, or the NFL is required to submit or voluntarily submits (including any data protection or privacy law or regulation).

Data Security Breach” means any inadvertent, unauthorized, and/or unlawful processing, modification, corruption, loss, sale, rental, or destruction of NFL Data (including, without limitation, the sale of Personally Identifiable Information as defined under CCPA).

NFL Data” means any data, confidential or propriety information or materials (including without limitation NFL statistical Data) either (i) provided to Customer pursuant to the Agreement, (ii) that Customer collects, processes, generates or uses for or on behalf of customers in connection with the content provided to Customer pursuant to the Agreement or (iii) collected, processed, generated, or used by Customer in connection with its exercise of the licenses granted under the Agreement. The NFL Data may include Personally Identifiable Information.

Personally Identifiable Information” means any information in any media or format, including without limitation electronic and paper records relating to an identified or identifiable individual, an “identifiable individual” being someone who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity.  Personally Identifiable Information includes an individual’s name, address, phone number, email address, Social Security number, date of birth, personal health information, or other identifiers issued by the NFL, Customer or a third party.  

II.              Customer’s Data Security Obligations.

 

Security Requirements.  Customer will use commercially reasonable efforts to establish, maintain and comply with administrative, technical and physical safeguards that are designed to (i) protect the security and integrity of Customer’s network, systems and operations, Sportradar’s syndication platform used to redistribute the NFL Data and the NFL Data, (ii) guard against Data Security Breaches, (iii) satisfy the requirements for certification under ISO 27001 (the “Security Objectives”), and (iv) meet industry standard practices for the protection of content such as the NFL Data. In connection with its obligation to satisfy the Security Objectives, Customer will adhere, in all material respects, to the security standards and objectives described in this Exhibit B.

Encryption.  Customer will use, and will cause its personnel to use, appropriate forms of encryption or other secure technologies at all times in connection with the processing of NFL Data, including in connection with any transfer, communication, remote access or storage (including back-up storage) of NFL Data, as authorized or permitted under the Agreement. 

Location of Data. Customer will process NFL Data (including for back-up purposes) only on servers located in the countries specified in writing by Sportradar.

Data Security Breaches.

(a)            Notice.  Customer will provide to Sportradar immediate written notice of all Data Security Breaches.  Such notice will summarize in reasonable detail the impact on the NFL Data or any individuals affected by such Data Security Breach and the corrective action taken or proposed to be taken by Customer.

(b)           Remediation.  Immediately following any Data Security Breach, Customer will (i) consult in good faith with Sportradar and the NFL regarding remediation efforts, (ii) promptly undertake any such remediation efforts, as agreed upon by the Sportradar and Customer, including efforts to prevent the recurrence of the same type of Data Security Breach and (iii) reasonably cooperate with Sportradar and the NFL.  Customer will be solely responsible for all costs and expenses (including administrative costs, costs of legal action and attorney engagement, and payment of fines, settlements and damages) incurred in connection with any such remediation efforts.  In the event that Customer fails to perform any such remediation efforts, Sportradar or the NFL may perform such remediation efforts and will be entitled to reimbursement by Customer for all costs and expenses incurred by Sportradar or the NFL in connection therewith. For the avoidance of doubt, Customer’s payment obligations pursuant to this Exhibit B will be in addition to any indemnification obligations of Customer pursuant to the Agreement.

(c)            Cooperation.  Customer will keep Sportradar apprised of, and cooperate reasonably with Sportradar and the NFL in connection with, Customer’s, Sportradar’s, the NFL’s or any government body’s, regulatory authority’s or law enforcement agency’s investigation of any Data Security Breach. Customer shall further provide all reasonable assistance to Sportradar and the NFL as necessary to comply with applicable legal obligations under Data Laws (e.g. deleting, providing access to and/or opting out of the sale of Personally Identifiable Information, responding to regulator questions, etc.). In the event that Customer is required by any Data Law to make any public announcement or notify individuals regarding any Data Security Breach, Customer will notify Sportradar of such requirement and coordinate with Sportradar and the NFL with respect to the form and content of such public announcement or notice to individuals, the final form of which will be subject to the Sportradar’s approval.  Except as set forth in the immediately preceding sentence, Customer will not make any public announcement or notify individuals regarding any Data Security Breach without Sportradar’s prior written approval.

Audit.

(a)            Audit.  In addition to any other rights set forth in the Agreement, upon reasonable notice from Sportradar, Customer will provide Sportradar or the NFL and any of their accountants and auditors (collectively, “Auditors”) with reasonable access to, and any assistance and information that they may require with respect to, Customer, Customer’s personnel, and Customer’s systems, service locations, and NFL Data as necessary to enable Sportradar or the NFL to audit and confirm compliance with the provisions of the Agreement and applicable Data Laws or to meet requests from Auditors, or meet other audit or information requirements.  During any such audit, Customer will provide to the Auditors all assistance reasonably required to enable the Auditors to examine all records and materials of Customer pertaining to its systems, to interview Customer’s personnel and to verify the security and integrity of NFL Data (which may include vulnerability assessments, and testing of security controls, security-related policies and standard operation procedures, and physical and logical network security).

(b)       Costs and Customer Responsibilities.  Sportradar will bear the full cost and expense of any audit performed by the Auditors, unless such audit discloses a Data Security Breach, in which case Customer will bear the full cost and expense of such audit.  If Sportradar notifies Customer that any audit indicates that Customer is not in compliance with the Agreement, or is not complying with Customer’s own quality assurance and internal controls or the provisions of the Agreement, then Customer will promptly correct such problem at Customer’s sole expense.  If any audit by the Auditors results in Customer being notified that Customer or is not in compliance with any Data Law or any terms of the Agreement, Customer will promptly take actions to comply with such Data Law and the terms of the Agreement at Customer’s sole expense.

Previous Version: July 1st 2020