Acceleradar Terms and Conditions ("GTC")

Terms and Conditions

Last Updated: February 27, 2024

ACCELERADAR MASTER TERMS AND CONDITIONS

THESE ACCELERADAR MASTER TERMS AND CONDITIONS APPLY TO ANY ACCELERADAR ORDER FORM EXECUTED BY SPORTRADAR US LLC (“COMPANY”).

1. DEFINITIONS.

1.1. Activation Date means the date set forth on the Acceleradar Order Form as the “Activation Date”.

1.2. Addenda or Addendum means additional terms and conditions which apply to specific Data referenced in such Addendum.

1.3. Affiliate means (i) any corporation or business entity of which fifty percent (50%) or more of the voting stock or voting equity interest are owned directly or indirectly by a Party; or (ii) any corporation or business entity which directly or indirectly owns fifty percent (50%) or more of the voting stock or voting equity interest of a Party; or (iii) any corporation or business entity directly or indirectly controlling or under control of a corporation or business entity as described in (i) or (ii).

1.4. Agreement means the legally binding agreement between Company and Member comprised of the Acceleradar Order Form and these Acceleradar Master Terms and Conditions.

1.5 API means an application programming interface for the Service through which a Member can obtain access to Data applicable to such application programming interface.

1.6. Applicable Law(s) means any government laws, rules, regulations, regulatory license conditions, and the relevant authorities’ directions, rules, standards, guidance and codes of practice in all relevant jurisdictions.

1.7. Company Materials means, individually and collectively, the Service and Data (including Historical Data).

1.8. Data means statistical data and other data relating to sporting events provided by Company or from third parties through the Service.

1.9. Documentation means all Company documentation relating to integration with the Products and use of the Service.

1.10. Effective Date means the date set forth on the Acceleradar Order Form as the “Effective Date.”

1.11. Fees means the fees payable by Member in connection with access to and/or use of the Service, as specified in the Acceleradar Order Form.

1.12. Historical Data means all historical and/or non-realtime data points and game-related statistical information for a sports event, league, federation, or organization.

1.13. Member means the person or entity named on the Acceleradar Order Form as the “Member”.

1.14. Acceleradar Order Form means a legally binding document executed by Company and Member which references these Acceleradar Master Terms and Conditions and sets forth the Products subscribed to Member and further information, including but not limited to, Properties, Rate Limit and Fees for each such Product.

1.15. Party and Parties means Company and Member individually and collectively.

1.16. Personnel means Member’s individual employees, contractors or other third parties associated with or performing services for the Member.

1.17. Properties means the website and mobile device software application, as they exist at the time of execution of this Agreement, designated as a “Property” on the Acceleradar Order Form. Any additional Property that is not expressly included in the Acceleradar Order Form is not considered a Property for the purposes of this Agreement, unless otherwise agreed to in writing by the Company.

1.18. Call Limit means the maximum number of API calls that may be made in a given thirty (30) day rolling period to a particular API, as specified in the Order Form.

1.19. Service means Company’s hosted online service through which it makes Data available to Member via APIs for storage on Member’s servers. For the avoidance of doubt, references to the “Service” herein include the APIs. All products and/or services provided by Sportradar are considered as non-exclusive unless otherwise expressly agreed between the Parties.

1.20. Subscription Period means, with respect to a Product, the period of time designated as the subscription period for such Product on the Acceleradar Order Form.a

1.21. Term means the period of time beginning on the Activation Date, if applicable, or the Effective Date and ending on the date that the Subscription Period expires.

2. ACCELERADAR SERVICE.

2.1. Provision of Service. Subject to all terms and conditions of this Agreement, Member may access and use the Service, solely through the Products designated in the Acceleradar Order Form during the Term and in accordance with all Documentation and applicable Rate Limits, for the sole purposes of displaying Data provided through each such Product on the Properties specified for such Product on the Acceleradar Order Form. Certain Products provide Data procured by the Company from third parties (“Third Party Data”) pursuant to agreements between Company and such third parties (such agreements, “Third Party Agreements”).

2.2. Restrictions of Service. The Member agrees and acknowledges that it is receiving a license from Sportradar that shall be subject to the following conditions and obligations throughout the entirety of the Agreement:

a. The Member may use the Service solely for the company mentioned in the Acceleradar Order Form as Member (and limited to the brand as agreed between the Parties). The Member is only entitled to use the provided Service for the purposes agreed between the Parties as set forth in the Acceleradar Order Form;

b. The Member is not entitled to resell, assign, transfer, sub-license, distribute or otherwise provide fragments and/or ensemble of the Data and/or Service provided by Sportradar to the Member's Affiliates and/or to any other third party unless expressly agreed between the Parties in writing;

c. The Member agrees to promptly inform Sportradar in writing if it enters into a license agreement and/or any similar agreement with any other entity for competing products and/or services of Sportradar, whether licensed or not under this Agreement. If Member enters into a license agreement with such an entity, Member agrees to promptly provide Sportradar details about such license agreement;

d. The Member acknowledges and agrees that at any point prior to the expiration of the Agreement, Sportradar may, at its sole discretion, initiate a post-Agreement cooperation discussion with the Member, which may include pricing, business model and/or other cooperation possibilities. Should Sportradar decide to initiate such a post-Agreement cooperation discussion with Member, the Member is obliged to engage in such discussions in good faith.

e. The Member agrees that it must adhere to strict Call Limits and/or overage requirements as designated by the Acceleradar Order Form. If Sportradar does not provide any Rate Limits, Member shall receive the then-current standard limits decided by Sportradar;

f. Sportradar may, in its sole discretion, conduct an evaluation to ensure that the Member is compliant with these Acceleradar Master Terms and Conditions and the Acceleradar Order Form. The Member acknowledges and agrees that it will cooperate with any and all Sportradar requests;

g. To ensure the quality of the Service, the Member is obliged to deliver data and technology reasonably requested by Sportradar (as agreed between the Parties) in order to enable Sportradar to provide the Service in a timely manner or as agreed between the Parties; and

h. The Member agrees to be bound by any further conditions and obligations imposed by Sportradar which may change from time to time, and may include but is not limited to, conditions and obligations imposed by third parties for certain third-party data.

2.3. Reporting. The Member agrees to give a progress report (email will suffice) at least once per month to a designated representative of Sportradar, which must include, at a minimum, the progress made, the go-to-market strategy, roadmaps, timelines, and an overview of any and all legal and regulatory compliance procedures, including any contemplated, proposed, or pending licensures.

2.4.1 Compliance with All Applicable Laws and Regulations; Licenses and Permits. Customer is responsible to ensure its compliance with all applicable laws and regulations in the relevant jurisdictions in order to provide its services and offer its products based on the Licensed Materials. Customer acknowledges and agrees to obtain any required licenses and permits for use of the Licensed Materials. Customer represents and warrants that to the best of its knowledge neither it nor any of its employees, Affiliates or Affiliate’s employees, within the last five (5) years have (i) been deemed by an federal, state, local, and/or foreign governments (and all agencies thereof) to be a Federally Prohibited Person as defined by the U.S. Patriot Act; or (ii) received from any federal, state, local, and/or foreign governments (and all agencies thereof) an investigative or enforcement notice. In the event Customer received notice, Customer shall provide Sportradar with evidence confirming compliance with such notice prior to the execution of the Agreement. If, during the Term, Customer receives an investigative or enforcement notice, Customer agrees to notify Sportradar within ten (10) business days of receipt (email will suffice). “Federally Prohibited Person” shall mean any natural or legal person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or any replacement website.

2.4.2 Anti-Corruption. In connection with its business, neither Party’s Parent Company nor the Party itself, nor to the knowledge of either Party, has any employee, or other person associated with or acting on behalf of the Party has, directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, or made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds. Each Party warrants that such Party and any of its Affiliates and authorized representatives acting on such Party’s behalf in the performance of this Agreement have complied and will continue to comply with and have not and will not commit any offense under (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (“FCPA”); (b) the UK Bribery Act 2010; (c) the anti-corruption and/or anti-bribery laws of the United States; or (d) any other anti-corruption law(s) (“Anti-Corruption Laws”) applicable to each such Party or the jurisdictions associated with this Agreement.

2.4.3 No Improper Conduct. Each Party represents and warrants that no unlawful payments of money or anything of value have been or will be offered, promised, or paid, whether directly or indirectly, by any of its directors, officers, employees, or authorized agents acting on such Party’s behalf in the performance of this Agreement, to any person, including any Government Official, for purposes including but not limited to: (a) to improperly influence any official act or decision of that person; (b) to induce that person to do or omit to do any act in violation of a lawful duty; or (c) to secure any improper benefit or favor for such Party. Each Party represents and warrants that no unlawful influence of any person for business advantage, any bribe, rebate, payoff, influence, payment, kickback or other similar unlawful payment to any person has been or will be made by any of its directors, officers, employees, or such authorized agents.

3. Anti-Money Laundering. Each Party represents that it has complied and will continue to comply with all applicable financial recordkeeping and reporting requirements, and any and all applicable anti-money laundering laws in jurisdictions in which such Party conducts its business, including but not limited to The Bank Secrecy Act of 1976 (as amended) and the USA PATRIOT ACT of 2001 (as amended). Each Party represents that it is not under investigation by any governmental authority for, and has ever been charged with or convicted of, money laundering, drug trafficking, terrorist related activities, any predicate crimes to money laundering, or any violation or applicable anti-money laundering laws and/or regulations. Each Party agrees to notify the other Party of any suspicious activity of which it becomes aware relating to any provision, directly or indirectly, of this Agreement. Upon the other Party’s reasonable written request, each Party agree to provide the other Party with documentation relating to its anti-money laundering program, policies, and/or procedures such Party maintains or that is maintained by an Affiliate or authorized representative on behalf of such Party.

2.4.4. Trade Sanctions. Each Party agrees to comply with all customs, export control, antiboycott, and economic and financial sanctions laws and regulations of the jurisdiction where it is formed, the jurisdictions in which it conducts business, or any other governing bodies whose sanctions regimes may otherwise have jurisdiction over such Party. Each Party agrees that it will not export, re-export, ship, distribute, sell, resell, supply, or otherwise transfer any products, equipment, goods, technology, or software furnished by either Party to, or for end use by, any person (a) listed in any sanctions-related list of designated persons maintained by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Swiss Secretariate for Economic Affairs (“SECO”), the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; or (b) operating, organized or resident in any country or territory which is itself the subject or target of any such sanctions. Neither Party, nor any of their subsidiaries nor any director, officer, employee, agent, or Affiliate of such Party or such subsidiary (a) is a sanctioned person or entity sanctioned by the OFAC, SECO, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) has any assets located in jurisdictions sanctioned by OFAC, SECO, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; or (c) derives revenues from investments in, or transactions with, persons or entities sanctioned by OFAC, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom.

2.5. Modifications. Company reserves the right to modify and update the features and functionality of the Service at any time in its sole discretion. Member’s continued access or use of the Company APIs following an update or modification will constitute binding acceptance of the update. Member is responsible for all activities occurring under an API key or product credentials issued to Member and agrees to monitor the use of such key(s) utilized by Personnel.

2.6. Properties. Member acknowledges that use of the Service is provided only to enable Member’s display of Data on the Properties specified for the applicable Product and agrees not to use the Service in connection with any website, mobile application or other online service other than such Properties. For the avoidance of doubt, Member agrees that it may use the Service solely for the domain and/or products specified as agreed between the Parties and Member is not entitled to route the Service to other web domains or products. Member acknowledges that Company’s willingness to enter into this Agreement is based on the Properties as they exist as of the Effective Date, and that Company reserves the right to remove from the scope of this Agreement any Properties which undergo a material change, as determined by Company, at its sole discretion.

2.7. Termination. Sportradar may terminate the Agreement, effective immediately, at any time during the Term of this Agreement.

2.8. Effect of Termination. Member hereby acknowledges and agrees that it is Member’s sole responsibility to ensure that upon the expiration or termination of this Agreement, use of all Company Materials shall cease. Furthermore, Member agrees to promptly provide Sportradar with or destroy all data and databases relating to all Historical Data and/or non-real time data points and game-related statistical information for a sports league, federation, or organization in its possession, and provide written certification of compliance with these return and destruction requirements, if requested by Sportradar.

2.9. Survival. All provisions herein shall terminate upon expiration or termination of this Agreement, except that Sections 1, 2.2, 2.4, 2.8, 2.9, 2.10, 3, through 14 shall survive.

2.10. Official Media Data Addendum. If Company licenses to Member any official data from the National Basketball Association (“NBA”), National Hockey League (“NHL”), and/or Major League Baseball (“MLB”), and Company agrees to grant permission to use such official data to Member, such agreement will be confirmed in the Acceleradar Order Form and use of such official data shall be subject to the following terms and conditions. https://developer.sportradar.com/official-media-data-addendum

2.11. Publicity. The Member agrees that it must include on all its services, products and/or properties utilizing the Company Materials, a “Powered by Acceleradar. Data by Sportradar” logo, which is available at docs.sportradar.com/logos-for-attribution, during the Term. Sportradar reserves the right to direct and bind the Member to use the foregoing logo in its sole discretion.

2.12. Joint Data Cooperation Agreement. The Parties expressly acknowledge and agree that each shall comply with the applicable privacy and data protection laws and regulations and with the respective obligations under the Joint Data Cooperation Agreement, which is hereby incorporated into and governed by this Agreement and made available at https://sportradar.us/betting-services/marketing-services/join-data-cooperation-agreement/.

3. ECONOMIC TERMS.

3.1. Fees. Member shall pay Company the Fees as set forth in the Acceleradar Order Form based on the payment schedule outlined in the Acceleradar Order Form. All recurring Fees under the Acceleradar Order Form are non-refundable and shall be due and payable in advance of the applicable period.

3.2 Taxes. The Fees due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, source tax etc., levied on the Member in the country where the Member is resident. For the avoidance of doubt, the Member shall hold Sportradar harmless from and indemnify Sportradar against any tax liability as a result of the Service and/or Data provided under the Agreement.

3.3. Payment Terms. Company shall invoice Member for the minimum projected total amount of Fees owed over the course of the applicable Term on or about the fifteenth (15th) day the first month of the Term. Company reserves the right to withhold API keys or Product credentials until the billing information form is completed and received by the Company and any Fees due are successfully collected by the Company. At the end of the Term, Company shall require an audit of Member’s monthly user traffic to determine if any additional fees are owed based on the pricing structure available in the Acceleradar Order Form. If any additional Fees are owed Company shall invoice Member following the completion of the audit process and Member shall be required to pay the invoiced amount within thirty (30) calendar days of receipt. Any amounts due to Company under this Agreement not received within that thirty (30) day period will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is more. In the event Company should commence any action or actions, or otherwise seek to enforce this Agreement against the Member or any guarantor, Member agrees to pay all reasonable collection and attorney(s) fees, court costs, and other expenses, incurred by Company whether or not suit is filed. Member is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to this Agreement, other than taxes based on Company’s net income.

3.4. Right of First Negotiation. If following the termination or expiration of this Agreement, Member intends to start a process to license, sub-license, or sell any of the Member’s products and/or services or receives a written offer to enter into negotiations for a license, sublicense or sale of any of the Member’s products and/or services, then, in each case, the Member shall provide Sportradar with prompt written notice prior to commencing such processes or responding to such offers, as applicable. The Member shall hereby grant to Sportradar a right of first negotiation (“ROFN”) to license or acquire such rights. Sportradar may exercise each ROFN upon notice to the Member within twenty (20) business days from the date upon which Sportradar receives written notice from the Member. In the event Sportradar elects to exercise a ROFN, the Parties shall enter into good faith negotiations for a commercially reasonable licensing agreement. If the Parties, in good faith negotiations, are unable to reach an agreement within ninety (90) business days after the date upon which Sportradar exercised the ROFN, then the Member will be free to enter an agreement for such rights with another party.

4. INTELLECTUAL PROPERTY RIGHTS. Nothing in these Acceleradar Master Terms and Conditions or the Acceleradar Order Form or in the business relationship between the Parties shall constitute or be construed as the transfer or grant to the Member of any property right, software, license, or any other right or interest in any information, data or work product made available by Sportradar to the Member in the course of the business relationship or in any trademarks or other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates (or their licensors). The Member recognizes the validity of the title in the information and data made available by Sportradar and the trademarks and intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates (or their licensors), whether registered or not. The Member must promptly advise Sportradar of all cases of potential infringement of the trademarks or other intellectual property owned by Sportradar or any of its subsidiaries and Affiliates that comes to the Member's attention and shall render all assistance reasonably requested in connection with any action taken by Sportradar or its subsidiaries and Affiliates relating thereto. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of Sportradar.

5. DISCLAIMER; REPRESENTATIONS AND WARRANTIES.

5.1 General. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THESE ACCELERADAR MASTER TERMS AND CONDITIONS AND THE ACCELERADAR ORDER FORM, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. COMPANY AND ITS LICENSORS, PARTNERS, AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE SERVICE WILL BE TIMELY, CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE DATA OR CONTENT SHALL BE ACCURATE, CURRENT, OR MEET MEMBER’S REQUIREMENTS.

5.2. Representations and Warranties.

Each Party represents and warrants to the other Party that it has the power and authority to enter into this Agreement and that its entry into and performance of this Agreement shall not conflict with any other agreement, order or judgment to which it is bound.

By Member. Member hereby represents and warrants that use of the Company Materials, i) does not violate any Applicable Laws, rules, regulations or third party rights, ii) will not be combined or displayed in conjunction with any material which is obscene, pornographic, defamatory, or otherwise illegal, or which advertisement for any product or service that is obscene, pornographic, defamatory or otherwise illegal, iii) will not be used in a betting, gaming, gambling, or wagering capacity without express, written approval from Sportradar (subject to the discretion and control of Sportradar) and Member will not use the Company Materials in connection with any such business, nor provide Company Materials to any third party that engages in any such business or for use in connection with any such business.

6. CONFIDENTIALITY. Each Party acknowledges that by reason of its relationship to the other Party under this Agreement it may have access to certain information and materials concerning the other Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential and of substantial value to such Party (referred to in this Section 6 as "Confidential Information"), which value would be impaired if such Confidential Information were disclosed to third parties. At all times, the Parties are obliged to maintain and protect the confidentiality of the Confidential Information of the other Party in the same way that either Party protects its own Confidential Information of a similar nature, but in no circumstances shall either Party fail to meet the standards due diligence and prudence to protect the said Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise provided for in this Agreement. Affiliates and subcontractors as well as auxiliaries of Sportradar are not considered as third parties under this Section. The Parties agree not to use the Confidential Information for other purposes as for the purposes of the present Agreement unless otherwise provided for in this Agreement, except where the said Confidential Information moves into the public domain as the result of an act that is not from the recipient of the Confidential Information, or where the recipient can show that this act became aware of it independently, prior to the date of the present Agreement. The recipient Party of the Confidential Information must make all necessary efforts to ensure that its employees and sub-contractors to whom the Confidential Information is disclosed within the scope of this Agreement take the necessary precautions to safeguard and preserve the secrecy and the confidentiality of the Confidential Information. On the termination of this Agreement, the Member agrees to return all Confidential Information to the Company, as well as all the copies made hereof. In any event, the commitment to confidentiality shall remain beyond the term of the present Agreement for a period of three (3) years. The commitment to confidentiality of information and data provided by Member to Sportradar shall not be applied to data and information which are intrinsically needed for the generation of Sportradar’s services and for the fulfillment of Sportradar’s contractual obligations to its customers to provide these services.

7. INDEMNIFICATION. Member agrees to, at its own expense, defend and/or settle any claim made by a third party against Company or its directors, officers or employees (the “Company Indemnitees”) to the extent resulting directly or indirectly from any breach by Member (or any of its employees or agents) of any warranty, representation, covenant or obligation contained herein, and Member agrees to indemnify the Company Indemnitees against those amounts finally awarded by a court of competent jurisdiction against the Company Indemnitees (including damages, interest, losses, costs and expenses including attorneys’ fees) or payable pursuant to a settlement agreed to by Member with respect to such claims.

8. LIMITATION OF LIABILITY. MEMBER AGREES THAT NEITHER SPORTRADAR NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST BUSINESS OR PROFITS REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

9. FORCE MAJURE. Neither Party will be liable to the other party for its inability or failure to perform or delay in performing any of its obligations under this agreement caused by any event or circumstances beyond the control of any party (a “Force Majeure Event”). If a Force Majeure Event related to the Member’s operations occurs then the Member must immediately notify the Company of the nature and likely duration (if known) of the Force Majeure Event and take all reasonable steps to reduce the effect of the Force Majeure Event. The Member must notify the Company as soon as its performance of its obligations under this Agreement is no longer prevented due to the Force Majeure Event.

10. DATA PROTECTION. In relation with this Agreement, Sportradar will process (including storing) personal data (i.e. personal identifiable data regarding individuals and legal entities) concerning the Member, the Member’s Affiliates, the Member’s clients as well as the employees/staff of the foregoing (hereinafter called “Client Data”) in the United States, Switzerland, as well as in other countries. The Client Data will be processed for the following purposes i) execution, fulfilment, handling and administration of this Agreement; ii) billing and reconciliation, for verification of Member identity and solvency; iii) for maintenance, support and product/service development; iv) for sales, revenue and Member analysis and reporting as well as for market and Member use analysis; v) execution and service delivery under these Acceleradar Master Terms and Conditions; vi) provision of services (also to other Members); and vii) to communicate by voice, letter, fax or e-mail to the Member and its Affiliates as well as their employees regarding products and services offered by Sportradar or its Affiliates or subsidiaries or third parties. Sportradar may make Client Data available to Affiliates or subsidiaries of Sportradar, as well as to its subcontractors/auxiliaries or other third parties (including other Members) in the United States, Switzerland, and in other countries for processing in accordance with this Agreement. Member hereby explicitly acknowledges and agrees to Client Data processing by Sportradar, its subcontractors/auxiliaries or other third parties in accordance with this Agreement and Member confirms having obtained any consent, provided any information and/or obtained any approval/authorization, and made any registrations or the like necessary in order to allow such processing. In relation with these Acceleradar Master Terms and Conditions, Sportradar might make available to the Member personal data (i.e. personal identifiable data regarding individuals and legal entities) concerning itself, its Affiliates or subsidiaries, its subcontractors/auxiliaries, its other Members, and the employees/staff of the foregoing (hereafter "Sportradar Data"). The Member shall process such Sportradar Data in the country as specified between the Parties only for the purposes as necessary for the executions and fulfilment of this Agreement by the Member. The Member shall take all necessary organizational, technical and contractual measures to ensure the confidentiality, availability and integrity of the Sportradar Data and to ensure an appropriate level of data protection.

11. PLACE OF JURISDICTION AND APPLICABLE LAW. These Acceleradar Master Terms and Conditions and the Acceleradar Order Form shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties hereto irrevocably agree that all actions or proceedings in any way, manner, or respect, arising out of or from or related to this Agreement shall be litigated only in courts having jurisdiction within New York County, New York. Each Party hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located within New York County, New York and waives any right such Party may have to transfer the venue of any such litigation. Each Party waives any right to trial by jury on any action or proceeding to enforce or defend any rights under this Agreement. The prevailing Party or Parties in any such litigation shall be entitled to recover from the other Party all costs and expenses, including without limitation reasonable attorneys’ and paralegals’ fees incurred by such Party in connection with such litigation.

12. ASSIGNMENT. The Member may not assign to any third party, transfer nor otherwise dispose of this Agreement nor any obligation with respect thereto without the prior written consent of Sportradar. Sportradar may transfer and assign any or all of its rights and obligations hereunder to any Affiliate of Sportradar without the consent of the Member. Any purported or attempted assignment in violation of this paragraph shall be null and void. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the Parties’ assignees, transferees and successors.

13. MISCELLANEOUS. The Parties are independent contractors with respect to each other. Nothing in the Acceleradar Order Form or these Acceleradar Master Terms and Conditions is intended to or shall operate to create a partnership or joint venture of any kind between the Parties, or to authorize either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power). No regular practice or method of dealing between the Parties shall modify, interpret or supplement the express terms of this Agreement. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct. If any term hereof is invalid or ineffective, this shall not affect the validity of the remaining terms hereof. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Agreement. The same applies in case of any gap and as regards the interpretation hereof. This Agreement shall not be construed against either Party as the drafter hereof. This Agreement, comprised of these Acceleradar Master Terms and Conditions and the Acceleradar Order Form, constitutes the complete agreement between the Parties with respect to its subject matter, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. The Parties agree with binding effect that oral side agreements shall not be concluded, unless they are confirmed in writing. Any waiver by the Parties of this written form requirement shall be subject to form requirements. Neither Party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. Any amendment of or modification to agreements referring to these Acceleradar Master Terms and Conditions shall be made in writing (including any amendment or modification of this clause). All communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by prepaid air courier, sent by mail or sent by facsimile transmission to the Party to be served at the address set out in the Acceleradar Order Form (or such other address as either Party may have notified in writing to the other Party beforehand).