NFL Addendum

Last Updated: 08/11/2017

NFL Data Addendum

 

            THIS NFL DATA ADDENDUM (this "Addendum") by and between the person or entity named on the Order Form as the “Customer” and Sportradar (“Company”), is hereby incorporated into and made part of the Master Terms and Conditions entered into between the parties.  For purposes hereof, this Addendum, the Order Form and the Master Terms and Conditions shall be referred to herein collectively as the “Agreement”.

            In the event of a conflict between the terms of the Master Terms and Conditions and the terms of this Addendum, the terms of this Addendum shall control.  All other terms, covenants and conditions set forth in the Master Terms and Conditions shall be and remain in full force and effect.  Capitalized terms used in this Addendum which are not otherwise defined herein shall have the meaning set forth in the Master Terms and Conditions or the Order Form (as applicable).  In the event of any conflict between the Master Terms and Conditions or this Addendum and the Order Form, the terms of the Addendum shall control unless Customer and Company have received the NFL’s express written approval for the Order Form.

CUSTOMER UNDERSTANDS AND AGREES THAT NFL DATA MUST NOT BE USED IN CONNECTION WITH GAMBLING OR GAMBLING RELATED ACTIVITIES.

  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”) and NGS Content, in each case as identified on the Order Form.

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.

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, Company 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, Company hereby grants to Customer a non-exclusive, limited right to use the NFL Research Product (if such product is licensed under the Order Form) 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.  Customer shall not use any NGS Content (as identified on the Order Form) in any daily fantasy football game.  However, Customer may use NGS Content (as identified on the Order Form) in traditional season-long fantasy football games; provided that such fantasy football games do not constitute “daily” fantasy games that are presented in weekly or other non-season-long formats.  For clarity, only GSIS Content may be used in “daily” fantasy games.

3.7.  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.  Company 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 Company within these thirty (30) days.  Company 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 Company 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 Company or the NFL; Customer will implement the updated notice promptly after receipt of notice of the change from Company):

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. Term and Termination.  The term of the Addendum shall be as set forth on the Order Form; provided, however, that in no event shall any such term extend beyond March 31, 2019 (the “Term”).  Company may terminate this Addendum and/or the Agreement in its entirety at any time, including, without limitation, if (i) Customer breaches the terms of the Agreement or otherwise misuses the NFL Data or causes harm to the NFL or (ii) the NFL terminates its grant of rights to Company.  Immediately upon any termination of this Addendum or the Agreement, Customer shall cease all use of NFL Data and promptly provide to the Company 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 Company, provided that Customer will provide prompt written certification of compliance with these return or destruction requirements

7. Monitoring and Takedown.  Company and the NFL shall have the right, 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 Agreement.  If Company or the NFL identifies objectionable use (as determined by Company or the NFL in their sole discretion) of NFL Data by Customer, Company will notify Customer, and upon notification to Customer by Company, Customer shall have two (2) business days to cease the objectionable use.  If Customer does not cease the objectionable use within such time period, Company may cease distribution of NFL Data to Customer and terminate this Addendum or the Agreement in its entirety and Customer agrees that neither Company nor the NFL will have any liability for any such termination.

8. Suspension. Company reserves the right to suspend delivery of the NFL Data to Customer if Customer is in breach of this Addendum or the Agreement or Company or the NFL otherwise have reasonable grounds for believing that Customer is misusing the NFL Data or causing harm to the NFL.

9. 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 Company or the NFL.

 

10.  Confidentiality.  Customer and Company 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 Company 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.

 

11.  Indemnification.  Customer hereby agrees to indemnify and hold harmless Company and its 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.

 

12.  Warranty Disclaimers. The NFL Data is provided on an “as is” basis and with no representation or warranty whatsoever, express or implied.  Company, 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.

 

13.  Exclusions and Limitations of Liability. To the full extent permitted by applicable law: (A) Company, 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) Company’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.

 

14.  Additional Restrictions.

14.1.    Customer covenants that it (i) does not and will not engage in any gambling or gambling-related activities and (ii) will not make use of the NFL Data for any gambling or gambling-related purposes.

14.2.    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.

14.3.    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, 2018 for the 2017-2018 NFL Season). For clarity, substitutions of graphical displays once posted are prohibited.

14.4.    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.

14.5.    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 and subject to the NFL naming an official NGS Content sponsor, 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. If the NFL names an official NGS Content sponsor, such named sponsor shall have the right of first refusal with regards to NGS Content advertising and sponsoring approved uses, excluding run-of-site banner ads.  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.

14.6.    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).

14.7.    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.  Company may request, in its sole and absolute discretion, that Customer remove any such consumer-facing archive and Customer shall remove such consumer-facing archive.

14.8.    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.

14.9.    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.  Third Party Beneficiary.  Company 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.  Company 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 Company under the Agreement.  Customer shall take all necessary actions to give effect to such novation, including the execution of relevant documents. 

 

EXHIBIT A

Prohibited Advertising Categories

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

 

  1. The business category of the NFL’s official sponsor(s) of the NGS Content, which will be notified to Company from time to time.
  2. Contraceptives (e.g., condoms), except to the extent otherwise expressly permitted under the pharmaceutical category.
  3. Dietary and/or nutritional supplements, products commonly referred to as “energy drinks”, and other 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 that they do not reference any dietary or nutritional supplements or products, energy drinks, or any prohibited substances.
  4. Distilled spirits and flavored malt beverages (e.g., Smirnoff Ice, Bacardi Silver); however, traditional malt beverages (e.g., beer) and non-alcoholic malt beverages and wine are permitted, subject to specific League guidelines.
  5. Establishments that feature nude or semi-nude performers.
  6. 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.
  7. Fireworks.
  8. Gambling-related advertising, including, without limitation, advertising for any hotel, casino or other establishment that houses gambling regardless of whether the advertising references gambling, as well as any advertising that would violate the terms of the NFL’s television agreements or policy on gambling advertising. 
  9. Illegal products or services.
  10. 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.
  11. Restorative or enhancement products (e.g., “male enhancement” products), except to the extent otherwise expressly permitted under the pharmaceutical category.
  12. Sexual materials or services (e.g., pornography or escort services).
  13. Social cause/issue advocacy advertising, unless otherwise approved in advance by the NFL.  If approved, only general advertising will be permitted (e.g., advertising units).  Sponsorships, including, but not limited to, program segment sponsorships and other types of branded programming enhancements are prohibited.
  14. Tobacco products (e.g., cigarettes, cigars, pipe tobacco, chewing tobacco and snuff).
  15. Advertisements for pharmaceutical products (both prescription and over-the-counter (non-prescription)) are permitted only under the following terms and conditions:

 

(a)  Only general advertising will be permitted (e.g., advertising units).

(b) Sponsorships, including, but not limited to, program segment sponsorships and other types of branded programming enhancements are prohibited; provided that in limited circumstances sponsorships by over-the-counter pharmaceutical products may be permitted with the prior written approval of the NFL.

(c)  Categories of permitted/prohibited pharmaceutical products (both prescription and over-the-counter) may be modified by the NFL at any time.

(d) Advertising for over-the counter pharmaceuticals is generally permissible (provided they do not otherwise fall in a category listed above)

(e)  Advertising for prescription medications is permitted currently in only the following categories: 

  • Aesthetic Products (e.g., Botox, Latisse)
  • Analgesics (Non-Opioid Only ) (e.g., Celebrex, Mobic)
  • Antibacterials (e.g., Zithromax, Levaquin)
  • Anticoagulants/Platlet Modifying Agents (e.g., Pradaxa, Plavix)
  • Anticonvulsants/antiepilepsy (e.g., Neurontin)
  • Antidementia / Alzheimer’s Agents (e.g., Aricept)
  • Antidepressants / Anxiolytics (e.g., Cymbalta, Lexapro, Zoloft)
  • Antifungals (e.g., Diflucan)
  • Antigout Agents (e.g., Zyloprim)
  • Anti-Insomnia Agents (e.g., Lunesta, Ambien)
  • Anti-Inflammatory Agents (Non-Steroidal Only) (e.g., Deltasone)
  • Anti-Migraine Agents (e.g., Topamax, Treximet)
  • Antineoplastics/Oncology Agents (e.g., Rituxan, Gleevec)
  • Antiparasitics (e.g., Malarone, Stromectol)
  • Anti-Parkinson / Movement Disorder Agents (e.g., Requip, Mirapex)
  • Antispasticity Agents (e.g., Zanaflex)
  • Antivirals (e.g., Kaletra, Zovirax, Tamiflu)
  • Blood Glucose Regulators / Diabetes Medications (e.g., Januvia)
  • Cardiovascular Agents (including Cholesterol Reducing) (e.g., Lipitor, Cestor, Norvasc)
  • Dental and Oral Agents (e.g., Aphthasol)
  • Dermatological Agents (e.g., Taclonex)
  • Gastrointestinal Agents (including Inflammatory Bowel Disease Agents) (e.g., Nexium, Asacol)
  • Genitourinary Agents (including Erectile Dysfunction and Prostate Medications) (e.g., Flomax, Viagra)
  • Hair Renewal and Growth (e.g., Propecia)
  • Immune Suppressants / Immunomodulators (e.g., Humira, Orencia, Enbrel)
  • Metabolic Bone Disease Agents (including Anti-Osteoporosis Agents) (e.g., Boniva)
  • Multiple Sclerosis Agents (E.g., Betaseron, Ampyra)
  • Ophthalmic Agents (e.g., Restasis)
  • Oral Contraceptives (e.g., Loestrin 24)
  • Otic Agents (e.g., Auralgan)
  • Pancreatic Enzyme Replacement Agents (e.g., ZenPep)
  • Respiratory Tract Agents (Allergy and Asthma Medications) (e.g., Advair, Spiriva, Pulmicort)
  • Smoking Cessation Products (e.g., Chantix), but specifically not including “electronic cigarettes”
  • Vaccines (e.g., Gardasil, Fluvirin, Zostavax)

 

(f)  Advertising for medical devices is permitted currently in only the following categories: 

  • Aesthetics (e.g., dermal fillers for facial wrinkles)
  • Cardiovascular (e.g., coronary stents)
  • Dental (e.g., dental implants)
  • Drug Delivery Devices (e.g., diabetes pumps)
  • Ear, Nose, and Throat (e.g., sleep disorder breathing products, hearing aids)
  • Ophthalmic (e.g., intraocular lenses for cataracts)
  • Orthopedic (e.g., knee/hip replacements)

 

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, applicable to Customer, Company, or the NFL, or to which Customer, Company, 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.

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

Data Security Breaches.

(a)            Notice.  Customer will provide to Company 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 Company and the NFL regarding remediation efforts, (ii) promptly undertake any such remediation efforts, as agreed upon by the Company and Customer, including efforts to prevent the recurrence of the same type of Data Security Breach and (iii) reasonably cooperate with Company 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, Company or the NFL may perform such remediation efforts and will be entitled to reimbursement by Customer for all costs and expenses incurred by Company 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 Company apprised of, and cooperate reasonably with Company and the NFL in connection with, Customer’s, Company’s, the NFL’s or any government body’s, regulatory authority’s or law enforcement agency’s investigation of any Data Security Breach.  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 Company of such requirement and coordinate with Company 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 Company’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 Company’s prior written approval.

Audit. 

(a)            Audit.  In addition to any other rights set forth in the Agreement, upon reasonable notice from Company, Customer will provide Company 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 Company 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.  Company 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 Company 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.