Widget Terms and Conditions for Publishers

19.08.2021

1 Subject Matter of this Agreement

1.1 This Agreement set forth the conditions under which Publisher shall display Widget(s) in Properties.

1.2 In case of any contradiction between these GTC, the IO, or the DCA, the following order of prevalence shall apply unless otherwise explicitly agreed by the Parties:

(a) DCA;

(b) IO

(d) Annexes 3 and 4 of these IOGTC; and

(e) Other provisions of these IOGTC.

1.3 The Parties agree to follow all best practice and guidelines established by the Interactive Advertising Bureau and Publisher acknowledges and agrees to follow such best practices and guidelines found at https://www.iab.com/guidelines/ with respect to any License under this Agreement.

2 Rights, Obligations and Warranties of Publisher

2.1 Publisher agrees to display Widget in Properties at all time as stipulated in this Agreement.

2.2 Unless otherwise agreed between the Parties in writing, Publisher shall at all times:

(a) display the Widget – and embed any related API - as provided by Sportradar, and not edit it or change it in any way (for instance, edit the code shared by Sportradar) without Sportradar’s written consent (e-mail sufficient);

(b) use the most updated version of the Widget made available by Sportradar

(d) operate the Properties in a professional and diligent manner.

2.3 Publisher represents, warrants, and covenants that it shall have, and maintain during the License Term, all necessary rights, licences, consents, permissions and business permits (including approvals from gaming and other regulatory authorities and intellectual property rights) to display Ads and Widgets (which may include gambling and/or betting content) in Properties. Publisher shall promptly provide evidence of its compliance with this clause on Sportradar’s request. Publisher agrees to promptly inform Sportradar in writing of any changes to its maintenance of any required necessary rights, licences, consents, permissions and business permits. Publisher shall further provide such information to Sportradar as Sportradar may reasonably require to satisfy any information reporting, disclosure, and other related obligations to any regulatory authority (including a gaming authority) from time to time.

2.4 Publisher represents, warrants, and covenants that:

(a) Properties do and will not contain Infringing Content during Term, or any other content that may be deemed to cause material harm to the reputation of Sportradar, Advertisers or gambling and betting operators in general;

(b) Properties, or any content therein, do not target minors and/or individuals below the legal age to gamble in the Territory.

(c) Publisher will not display the Widget(s) in any way that could breach applicable legislation or infringe the rights of third parties.

2.5 Publisher shall promptly provide evidence of its compliance with the terms of this Agreement upon Sportradar’s reasonable written request. Publisher shall further provide such information to Sportradar as Sportradar may reasonably require to satisfy any information reporting, disclosure and other related obligations to any regulatory requirement and/or authority.

3 Rights, Obligations and Warranties of Sportradar

3.1 Sportradar shall deliver Widget(s) to Publisher within a week of the start of the License Term.

3.2 Subject to clause 2(2), Sportradar shall use its commercially reasonable efforts to ensure that Widget(s) perform up to reasonable industry standards.

3.3 Sportradar shall use its reasonable efforts to fix, or to cause to be fixed, in a timely manner any error or bug caused by Sportradar or an Advertiser preventing any of the Parties to perform any of their material obligations under this Agreement.

3.4 Under Sportradar’s written request, Publisher shall immediately remove any Widget(s) from Properties.

4 Payment Terms

4.1 Month Compensation shall mean, as applicable:

(a) CPC Fee;

(b) Revenue Share Fee;

4.2 Month Compensation shall be calculated as follows:

(a) CPC Fee shall mean the result of dividing CPC Performance by Agreed CPC

(i) CPC Performance shall mean the number of “clicks” on an Ad displayed on a Widget during a calendar month.

(ii) Agreed CPC shall mean a fee, defined in the IO, in exchange of each “click” on the aforementioned Ad.

(b) Revenue Share Fee shall mean the result of applying Agreed Revenue Share to Revenue Share Performance

(i) Agreed Revenue Share shall mean the percentage listed as “Agreed Revenue Share” in the IO

(ii) Revenue Share Performance shall mean the amount of revenues made by the Party sourcing demand as per the IO by delivering Ads through the relevant Widget(s) during a calendar month.

(i) Monthly Service Fee shall mean a fixed fee defined in the IO.

(ii) CPM Fee shall mean the result of dividing CPM Performance by Agreed CPM.

(A) CPM Performance shall mean the result of dividing by 1.000 (one thousand) the number of Impressions delivered through the relevant Widget(s) during a calendar month.

(B) Agreed CPM shall mean a fee, defined in the IO, in exchange of each thousand of Impressions delivered in Properties.

5 Term and Termination

5.1 This Agreement shall enter into force at the beginning of the License Term, and expire by the end of the License Term subject to the termination procedures below.

5.2 Either Party may terminate this Agreement upon written notice at any time through written notice during the License Term of this Agreement for good cause with immediate effect. Good causes are, in particular and without limitation:

(a) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Agreement; or

(b) if upon notice in writing to the other Party of any other material breach (being capable of rectification) of any provisions of this Agreement committed by that Party, and said breach shall not have been rectified within 15 (fifteen) calendar days after receipt of the written notice from the other Party requesting such rectification; or

(c) upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by the other Party.

5.3 Sportradar may terminate this Agreement by written notice with immediate effect where the majority of the voting stock or voting equity interest in the Publisher (or any company on behalf of which the Publisher is acting), is sold or the Publisher is going to be taken over in any other direct or indirect way.

5.4 Sportradar may in any event terminate this Agreement for any reason by giving the Publisher forty-eight (48) hours written notice.

5.5 Publisher shall stop displaying the Widget(s) in the Properties immediately after the Agreement is terminated.

6 Intellectual Property Rights

6.1 Save as explicitly provided in the Agreement, nothing in this Agreement or in the business relationship between the Parties, shall constitute or be construed as the transfer or grant to a Party of any intellectual property right, software, or any other right or interest in any Ads, Widget(s), Sportradar Data, information, content, data or work product made available by one Party to the other (including in any trademarks or other intellectual property rights owned by Sportradar, Advertisers, Publisher, or any subsidiaries and Affiliates). Notwithstanding the foregoing, the Publisher 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, whether registered or not.

6.2 As between Publisher and Sportradar:

(a) Publisher acknowledges that Sportradar and its licensors own and retains all right, title, and interest, including all intellectual property rights, in and to the Widgets, any information displayed therein (including any Official League Data, but excluding Ads from Agreed Advertisers where Publisher is sourcing demand) and all technologies related thereto, including any and all algorithms or processes developed by Sportradar and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Sportradar whether or not created or developed in connection with the Widget(s).

(b) Subject to clause 6(2)(A), Sportradar acknowledges that Publisher and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Properties

6.3 Sportradar grants Publisher a limited, revocable, non-exclusive, right and license to display the Widget(s) in the Properties in the Territory only as allowed under the Agreement.

6.4 Publisher grants to Sportradar a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license, to use and/or sub-license any Feedback.

6.5 Publisher must immediately inform Sportradar of all cases of potential infringement of its intellectual property, including but not limited to trademarks, copyrights, software’s, processes, etc., or other property owned by Sportradar, or any of its subsidiaries and Affiliates, made available hereunder that comes to the Publisher’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.

6.6 Publisher agrees that absent prior written authorization from Sportradar, for each discrete instance, Publisher shall not: (a) use the Sportradar Assets for any purpose not specified in this Agreement; (b) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the Sportradar Assets or access thereto; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Sportradar Assets or any portion thereof; (d) test the Sportradar Assets for vulnerabilities or service limitations; (e) use the Sportradar Assets for the purposes of developing a product, program or service that will be owned by a third party or that would compete with Sportradar’s products or services; (f) use the Sportradar Assets in any way which adversely affects Sportradar or other third parties; (g) access data of any third-party without authorization; (h) circumvent any privacy features (e.g., an opt-out) that are part of the Sportradar Assets; (i) seek, in a proceeding filed during the Term, an injunction on any part of the Sportradar Assets based on patent or copyright infringement or (j) attempt, or allow a third party, to do any of the foregoing.

6.7 If Sportradar believes or it is determined that any Widget may have violated a third party’s intellectual property rights, Sportradar may choose to either modify the Widget to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Sportradar may end the Agreement by giving the Publisher writing notice.

6.8 Publisher consents to Sportradar using Publisher’s brand name(s) for general marketing purposes, such as in presentations or on the Sportradar’s company websites. Publisher may withdraw its consent at any time by giving written notice to Sportradar.

7 Self-Service Platform

7.1 This clause 7 shall apply where Sportradar grants Publisher self-service access to a Sportradar Platform.

7.2 Sportradar will share Platform Credentials allowing Publisher to access a Sportradar Platform where agreed between the Parties in writing (e-mail sufficient).

7.3 Publisher shall keep Platform Credentials confidentials and not share them with third Parties unless allowed by Sportradar in writing (e-mail sufficient). Publisher is responsible for any activity performed and/or taking place in its Platform Account, including activity performed by Sportradar under Publisher instructions.

7.4 If Sportradar Platforms allow Publisher to track End Users or customise Ads, Publisher shall not use these functionalities unless it holds all necessary rights and permits. Publisher is in any event solely responsible for its usage of Sportradar Platforms.

7.5 Sportradar may deny Publisher access to Sportradar Platform for any reason including (without limitation) for security reasons or any failure by Publisher to comply with its obligations under this Agreement.

8 Liability

8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCLUDING DAMAGES ARISING FROM FRAUD, BREACH OF CONFIDENTIALITY, DEATH OR PERSONAL INJURY, AND PUBLISHER INDEMNIFICATION DUTIES UNDER THIS AGREEMENT,NEITHER PARTY, NOR ANY OF ITS AFFILIATES, NOR SPORTRADAR’S SOFTWARE OR DATA PROVIDERS, AGENTS, SUBCONTRACTORS OR AUXILIARIES, SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY CLIENTS OF THE PUBLISHER FOR ANY INDIRECT DAMAGES OR ANY LOSS OF PROFIT, TURNOVER, DATA, BUSINESS OR GOODWILL OR FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE SPORTRADAR PRODUCTS, WIDGETS, DATA, SERVICES, CONTENT AND/OR SOLUTIONS (IN EACH CASE WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, EQUITY, STATUTE, TORT OR OTHERWISE), INCLUDING (BUT NOT LIMITED TO): (A) ANY LOSS OR DAMAGE WHICH THE PUBLISHER MAY INCUR AS A RESULT OF THE SPORTRADAR PRODUCTS, DATA, SERVICES, CONTENT AND SOLUTIONS FAILING TO BE WHOLLY ACCURATE, COMPLETE, RELIABLE, ACCESSIBLE OR OTHERWISE AS A RESULT OF ANY BREACH OR NON-PERFORMANCE OF THIS AGREEMENT; OR (B) ANY LOSS OR DAMAGE RESULTING FROM CLAIMS BROUGHT BY ANY CLIENT OF THE PUBLISHER.

8.2 TO THE FULLEST EXTENT PERMITTED BY LAW, PUBLISHER AGREES THAT SPORTRADAR SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY THE ADS.

8.3 THE ADS SOURCED BY SPORTRADAR, THE SPORTRADAR ASSETS AND ANY OTHER CONTENT OR INFORMATION MADE AVAILABLE BY SPORTRADAR ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SPORTRADAR, NOR ANY OF ITS AFFILIATES, AGENTS, SUBCONTRACTORS OR AUXILIARIES OR THE ADVERTISERS SHALL BE LIABLE TO THE PUBLISHER OR TO ANY THIRD PARTIES FOR ANY DIRECT DAMAGES OR LOSS OR ANY LOSS OF PROFIT (INCLUDING A LOSS OF TURNOVER), DATA, BUSINESS, OR GOODWILL;

8.4 IN ANY EVENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, PUBLISHER AGREES THAT SPORTRADAR’S TOTAL LIABILITY HEREUNDER WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, EQUITY, STATUTE, TORT OR OTHERWISE, AND INCLUDING SPORTRADAR’S LIABILITY ARISING UNDER ITS INDEMNIFICATION DUTIES, SHALL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE COMPENSATION PAYABLE DURING THE LICENSE TERM.

9 Data

9.1 As between Publisher and Sportradar:

(a) Sportradar owns all right, tittle and interest in the Sportradar Data.

(b) Sportradar grants Publisher a revocable, non-transferable, non-assignable and non-sublicensable licence during the License Term to use, in strict compliance with this Agreement, any Sportradar Data that is not Personal Data (as defined in the GDPR) in the License Reports. Publisher shall not disclose the Sportradar Data to any third party without the prior written consent of Sportradar.

9.2 Sportradar may use Tracking Code within the Widgets to report about the performance of Sportradar’s services to third parties and for internal purposes such as analytics and to improve, benchmark and develop its internal products and services.

9.3 Publisher grants Sportradar a worldwide, non-exclusive, royalty-free license to:

(a) use, reproduce, edit, distribute, display, sub-license and store Publisher Data to provide the Services during the License Term;

(b) use Publisher Data during and after the License Term to:

(i) as allowed by the DCA;

(ii) enforce Sportradar’s rights under the Agreement;

(iii) comply with legal obligations or the orders of competent authorities; and

(iv) defend legal claims.

9.4 Sportradar may use aggregated Data (which may include Publisher Data) during and after the License Term to report about the performance of Sportradar’s services to third parties and for internal purposes such as analytics and to improve, benchmark and develop its internal products and services.

9.5 Publisher shall not edit, amend or modify any Tracking Code provided by, or otherwise made available (including through Sportradar Platform), without Sportradar’s prior written consent.

10 Confidentiality

10.1 Each Party acknowledges that by reason of its relationship to the other Party under this Agreement it may have Confidential Information, which value would be impaired if such Confidential Information were disclosed to third parties.

10.2 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 use its commercially reasonable efforts to protect the said Confidential Information. This Confidential Information shall not be disclosed to third parties other than auditors and professional advisors subject to similar obligations of confidentiality unless otherwise provided for in this Agreement.

10.3 Affiliates and subcontractors as well as auxiliaries of Sportradar are not considered as third parties under this section.

10.4 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 it 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 subcontractors 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.

10.5 Publisher expressly acknowledges and agrees that Sportradar may, with consent from Publisher, disclose the relationship hereunder to a Publisher upon reasonable request and commercial necessity in accordance with advertising industry standards.

10.6 On explicit request at the termination of this Agreement, the Party that has received Confidential Information agrees to return to the Party that disclosed the same all the material provided by the latter, as well as all the copies made hereof.

10.7 In any event, the commitment to confidentiality shall remain beyond the License Term for a period of five (5) years.

11 Changes to these IOGTC

11.1 Sportradar may make non-material changes to these IOGTC at any time without notice, but Sportradar will provide advance notice of any material changes to these IOGTC. The modified IOGTC will be shared via email with the Publisher. The changes to the IOGTC will not apply retroactively and will become effective 7 calendar days after posting. However, changes made for legal reasons will be effective immediately upon notice.

12 Final Provisions

12.1 If this Agreement is entered between Publisher and Sportradar AG, Feldlistrasse 2, 9000 St. Gallen, Switzerland, it shall be governed by and construed in accordance with the laws of Switzerland, excluding its conflicts of law provisions as well as excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and all actions or proceedings howsoever arising from or related to this Agreement shall be brought exclusively before courts having jurisdiction in St. Gallen, Switzerland.

12.2 If this Agreement is entered between Publisher and Sportradar Solutions 150 South Fifth Street, Suite 400, Minneapolis, MN 55402, United States of America it shall be governed by and construed in accordance with the laws of the state of New York, USA, excluding its conflicts of law provisions as well as excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); all actions or proceedings arising from or related to this Agreement shall be litigated exclusively in courts having jurisdiction within the State of New York.

12.3 The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing. Furthermore, any amendment of or modification to this Agreement shall be made in writing (including any amendment or modification of this clause). For the purpose of this Agreement “writing”, “in writing” and “written” includes handwritten signatures, signatures produced by mechanical or digital means (such as by stamp, print, copy, scan, digitally scanned and stored signature inserted into [digital] document, etc.) as well as qualified electronic signatures. Also, for the avoidance of doubt, transmission/exchange in electronic format (for example scanned documents sent by email) do fulfill the form requirement. The written form requirement in this clause may only be waived by respecting the same written form requirement.

12.4 Sportradar may, at its sole discretion, use subcontractors for the fulfillment of its obligations hereunder.

12.5 Neither Party may assign to any third Party, transfer or otherwise dispose of this Agreement, any right or obligation therein without the prior written consent of the other Party, provided, however, that Sportradar may transfer and assign any or all of its rights and obligations hereunder to any Affiliate of Sportradar without the consent of Publisher. Any purported or attempted assignment in violation of this paragraph shall be null and void.

12.6 All notices or other 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 (including by electronic transmission such as email) to the Party to be served at the address set out on the first page of the main bold of the Agreement, or such other address as either Party may have notified in writing to the other Party beforehand.

12.7 If any term of the Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Agreement. 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.

12.8 Nothing in this Agreement 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).

ANNEX 1 – DEFINITIONS

“Ad” shall mean any advertisement created by or on behalf of Advertiser or Agreed Advertiser and displayed in the Widget.

“Ad Fraud” shall mean practices aiming at artificially increase the number of Impressions or any other metric agreed on by the Parties. This includes, but is not limited to (i) actions considered to be fraudulent as per the standards of the programmatic industry including ad stacking, browsers with automatic respawn, bot traffic, cookie or pixel stuffing, domain spoofing, forced or misleading links, hidden ad impressions, incentivized browsing, invalid traffic (general invalid traffic and sophisticated invalid traffic); or (ii) actions of spam nature, actions contrary to the regulations, and other principles applied by RTB Platform operators.

“Advertisers” shall mean third party companies on which behalf Sportradar displays Ads in the Widget where Sportradar sources demand.

“Agreement” shall mean the IO, the IOGTC, the JDCA, and all the Annexes.

“Compensation” shall mean remuneration payable under this Agreement, as defined in the IO and calculated in accordance with the Agreement.

“Confidential Information” shall mean information and materials concerning a Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential, or could reasonably be deemed as confidential, including this Agreement or information about the performance of the Sportradar Assets.

“Data Provider” shall mean any third party whose data is displayed in the Widget.

“End Users” shall mean internet users to whom Impressions or otherwise Ads are shown pursuant to this Agreement.

“Feedback” shall mean any feedback, comments, and suggestions provided by Publisher, or any other third party on behalf of Publisher, to Sportradar regarding the Sportradar Assets or any other software and/or technology to which Publisher has access under the Agreement.

“Impression” shall mean the delivery of a Widget on the screen of an End User

“Infringing Content” shall mean any content that:

(a) violates or encourage violation of any applicable laws, regulations or advertising codes;

(b) infringes any rights (including without limitation any intellectual property or privacy rights) of any third party;

(c) be, or contain any material which may considered by Sportradar, in its sole reasonable discretion, to be, harmful, offensive, abusive, obscene, threatening, violent, deceptive, defamatory; pornographic, obscene or contain sexually explicit images or activity;

(d) promote or contain links to, tobacco, alcohol or weapons; or

(e) promote, deliver or contain links to malware including but not limited to 'viruses', 'Trojans‘ and 'worms';

“IO” shall mean Insertion Order entered into by the Parties and subject to the IOGTC.

“IOGTC” shall mean this Insertion Order General Terms and Conditions, including any annex herein

“License Performance” shall mean, as applicable, CPC Performance, Revenue Share Performance, and/or CPM Performance.

“License Reports” shall mean information providing reasonable details of License Performance.

“License Term” shall mean the period of time in which the Agreement in force, as defined in the IO.

“Official League Data” shall mean data (including NBA data) provided to the media industry as acquired by a data supplier (such as Sportradar) from a professional and/or amateur sports league, organization, or federation; such Official League Data, under this Agreement, shall be designated as such hereunder and may be updated from time to time by Sportradar.

“Official League Data Widget” shall mean a Widget displaying Official League Data.

“Party” shall mean each of Sportradar and Publisher, referred collectively as “Parties”

“Platform Account” shall mean an account in a Sportradar Platform only accessible through Platform Credentials to persons other than Sportradar and its subcontractors.

“Platform Credentials” shall mean information (such as login details) allowing access to Platform Account.

“Property” shall mean a website, a mobile site, a mobile app or any other media channel listed in the IO.

“Publisher Data” shall mean data collected through the Properties or other Publisher sites.

“Revenue Share Gross Performance” shall mean the amount of revenues made by the Party sourcing demand as per the IO by delivering Ads through the Widget(s) licensed under Revenue Share IOs in a calendar month.

“Sportradar” shall mean the entity listed as “Sportradar” in the IO.

“Sportradar Assets” shall mean the Widgets and the Sportradar Platforms (each of them a “Sportradar Asset”);

“Sportradar Data” shall mean (i) data shared or made available by Sportradar in connection with this Agreement; (ii) data related to the performance of the Widget

“Sportradar Platforms” shall mean web-based technology accessible by the Publisher on a self-service basis and providing some functionalities related to the Widget.

“Tracking Code” shall mean tags, pixels, SDKs, javascripts or any other similar tracking technology.

“Widget” shall mean a javascript-based application displaying sports content.

ANNEX 2 - COMPLIANCE AND REGULATION

Definitions. For purposes of this Annex 2 only, the following terms shall have the definitions hereby assigned to them:

a. “Affiliates” means any entity that, directly or indirectly, controls, is controlled by, or shares common control with, a Party. For purposes of this definition, “control” means the ownership, directly or indirectly, of a majority of the voting securities or other ownership interests of such entity, or the ability to direct the affairs, or control the composition of the board of directors or equivalent body, of such entity. “Affiliates” excludes entities that are acquired by Publisher or that acquire Publisher after the Effective Date of the Agreement; provided, however, that the foregoing exclusion shall not apply with respect to any bona fide corporate restructuring undertaken by either Party.

b. “Associate” means any person (whether incorporated or not) controlled by, controlling, or in common control with any party, as the case may be. A person shall be deemed to control another entity if it possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other entity, whether through ownership of voting securities or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise (“Means of Control”). Without derogating from the generality of the foregoing, a person shall be deemed in control of another entity if they hold more than fifty per cent (50%) of any one of the Means of Control of such other entity.

c. “Federally Prohibited Person” means any natural or legal person: (1) listed in the annex to, or otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transaction with persons Who Commit, Threaten to Commit, or Support Terrorism; (2) who is identified as or affiliated with a person designated as a terrorist, or associated with terrorism or money laundering pursuant to regulations promulgated in connection with the USA Patriot Act or the Canadian Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism SOR/2001-360, the Canadian United Nations Al-Qaida and Taliban Regulations SOR/99-444 (as amended by the Canadian Regulations Amending the United Nations Al-Qaida and Taliban Resolutions SOR/2014-212) or any other applicable laws; (3) that is owned or controlled by, or acting for or on behalf of, any natural or legal person that is listed in the annex to, or is otherwise subject to the provisions of any of the foregoing regulations; (4) with whom a regulated lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including any of the foregoing regulations; (5) who commits, threatens, or conspires to commit or supports “terrorism” as defined in any of the foregoing regulations; (6) 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 at any replacement website or other replacement official publication of such list or its Canadian equivalent; or (7) who is an Associate of, or affiliated with, a person listed above.

d. “Gaming License” means a permit, license, approval, or authorization by a state authority, regulator or government agency, to deal, operate, carry on or conduct a sports pool or sports wagering activity within a specific jurisdiction.

e. “Key Stakeholder” means a business or legal entity or a natural person acting as an officer, director, executive, trustee, owner, independent contractor, or agent of a Business Entity, who has the power to exercise either alone or in conjunction with others, management, or who has operating authority over the business, corporation, organization, or affiliate thereof.

f. “Parent Company” means an entity that controls or owns another entity(ies) through holding majority of equity, voting rights, membership interests, and/or ownership stock.

g. “Unsuitable Person” means: (i) a person who has at any time been identified by any Gaming Regulator as unsuitable to be associated with gambling; (ii) a person who has been denied a Gaming License in any jurisdiction; suspension for cause or revocation of a Gaming License in any jurisdiction; and/or (iv) any person who is an Associate, or Principal, of any person to whom the foregoing provisions (i) – (iii) apply or have applied at any time.

Licensing. The Parties and their respective Affiliates acknowledge that they may be subject to the authority of various casino and gaming regulatory authorities (“Gaming Regulators”). Publisher will provide reasonable, written prior notice to Sportradar if Publisher decides to enter and operate into a new U.S. jurisdiction within the Territory and will obtain the necessary approvals from the appropriate Gaming Regulator. Publisher will provide updates to any subsequent changes to the status of their registration, certification or license application including final or temporary approvals. Parties agree that if subsequent developments cause their good-standing with a Gaming Regulator to change or be affected in a materially negative manner, then the affected Party will immediately notify and furnish a supplementary written report detailing such change in circumstances to the other (email is sufficient). The Parties warrant that to the best of their knowledge and acting in good faith that at no time has any Gaming Regulator (i) denied it or any of its Key Stakeholders or Associates a Gaming License or (ii) determined that a Party or any of its Key Stakeholders or Associates are an Unsuitable Person and neither it, nor any of its Employees, Key Stakeholders, or Affiliates, is a Federally Prohibited Person or Unsuitable Person.
Due Diligence. The Parties shall adopt internal compliance policies and procedures that align with regulations that govern their respective industries, products, and services. These policies and procedures may include, but are not limited to, due diligence, “know-your-customer,” responsible gambling, and self-exclusion screening. With respect to federal, state, and local regulations in the Territory, each Party represents and warrants to the other that it will cooperate with any reasonable due diligence review by the other and conducted in connection with the Services offered hereunder, whether before or during the Term. Each Party acknowledges and agrees that this Agreement is contingent on a successful due diligence review prior to launch of the Services. Each Party reserves the right to suspend supply of the Services or terminate this Agreement in the event the other Party fails to successfully fulfil any such applicable due diligence review. Each Party shall ensure the services provided hereunder are part of its general gaming compliance policies and procedures, if applicable. The Parties acknowledge that to comply with such requests sensitive information may be required; therefore, each Party warrants that it will store such information obtained through these requests in a manner that adheres to the appropriate data security standards and privacy laws.
Maintenance of License. The Parties acknowledge that each operate in a highly regulated industry and will adhere to all necessary suitability standards, regulatory and licensing requirements, and guidelines required to obtain and maintain active Gaming Licenses for their business’ services and products. Each Party agrees to communicate to the other Party, in writing within ten (10) business days of a regulator’s enforcement notice, any regulatory impacts to its licensing status that could impact its ability to conduct business as usual within the Territory. Furthermore, if, during the Term, (i) a Party is notified by any gaming regulatory authority or agency, government agency, or its internal compliance committee that conducting business with the other Party may jeopardize any license or ability to be licensed, or; (ii) a Party has demonstrable and objective reasons to believe that the other Party or any of its controlling shareholders, officers or directors are involved or associated with organized crime, or found to be in non-compliance with any applicable anti-money laundering, anti-terrorist, or economic sanctions legislation, regulation or guideline, then such Party shall have the right to immediately suspend supply or use of the Services upon written notification to the other Party, as applicable, until (i) or (ii) above are remedied. If, in the event, the implicated Party cannot remedy the foregoing by making good faith efforts within the sixty calendar (60) days after such suspension period begins, such Party may immediately terminate this Agreement upon written notification to the other.
Anti-Money Laundering. Each Party agrees to provide any information and documents reasonably requested by the other Party to comply with any applicable anti-money laundering (“AML”) or counter-terrorism financing (“CTF”) laws, including any applicable laws imposing “know your customer” or other identification checks or procedures that the Parties are required to comply with in respect to regulatory guidelines and AML/CTF laws, and will have the necessary policies and procedures in place to adhere to regulatory and industry standards. Each Party will use commercially reasonable efforts to ensure that no funds used to pay the obligations under this Agreement are derived from any unlawful activity.
Anti-Bribery Compliance. In connection with its business, neither Party’s Parent Company nor the Party itself, nor to the knowledge of the 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, made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 or any other similar laws, statute, rule or regulation of any country including any regarding unlawful influence of any person for business advantage, or made any bribe, rebate, payoff, influence, payment, kickback or other similar unlawful payment to any person.
Alternative Commercial Models. The Parties agree that, for any jurisdiction in the Territory requiring licensure and/or specific requirements contrary to those contained in this Agreement and which are not held by a Party as of the Effective Date and necessary for either Party to meet its obligations hereunder in a legally compliant manner under law and/or regulation (“Approval Jurisdictions”), the Parties shall (i) mutually agree to offer and/or use the Services in such Approval Jurisdiction and (ii) reasonably cooperate to undergo the requisite licensure and approval processes required by the Gaming Regulator, and (iii) (if required by applicable law and/or regulation) execute an addendum governed by this Agreement prior to use of the Services in the Approval Jurisdiction detailing the Parties’ obligations with respect to such relevant law and/or regulation (“Approved Jurisdiction Addendum”); provided that the Approved Jurisdiction Addendum shall not include any renegotiation of the commercial or legal terms contained herein unless otherwise required pursuant to applicable law and/or regulation of the Approval Jurisdiction.
Termination for Non-Compliance. In addition to all other rights and remedies set forth herein, either Party may terminate this Agreement, if a Party is advised directly by a Gaming Regulator to do so (upon written evidence submitted to the non-terminating Party) or if either Party’s internal regulatory compliance advisors acting reasonably and in good faith, finds just cause to reasonably believe that the other Party is unsuitable, connected to illegal activity, or an associated Gaming License would be suspended, denied, or revoked due to this Agreement.
Compliance with Trade Control Laws. Publisher agrees to comply with all (i) US customs, export control, antiboycott, and economic and financial sanctions laws and regulations, including the Export Administration Regulations (15 C.F.R. § 730-774) and economic and financial sanctions and trade embargoes imposed, administered, or enforced from time to time by the US government, including those administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State; and (ii) all non-US customs, export control, antiboycott, and economic and financial sanctions laws and regulations, except to the extent such laws and regulations are inconsistent with US law (collectively, “Trade Control Laws”). Without limiting the forgoing, Publisher agrees that it will not export, reexport, ship, distribute, sell, resell, supply, or otherwise transfer any products, equipment, goods, technology, or software furnished by Sportradar to, or for end use by, any person (i) listed in any sanctions-related list of designated persons maintained by OFAC, the US Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a country or territory which is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or any entity (iii) 50% or more owned or, where relevant under applicable Trade Controls, controlled by any such person or persons or acting for or on behalf of such person or persons.

ANNEX 3 – SPORTRADAR SOURCES DEMAND

1. General

a. This Annex shall apply where Sportradar sources demand, as per the IO.

b. Sportradar may display – or stop displaying – Ads in the Widget(s) at its sole discretion.

2. Obligations of publisher. Publisher represents, warrants and covenants that it will at all times:

a. embed and maintain Widget(s) in Properties as shared by Sportradar and following Sportradar’s reasonable instructions;

b. display the Widget(s) alongside editorial content, with a minimum width of 320 pixel;

c. display the Widget as provided by Sportradar, and not edit it or change it in any way (for instance, edit the code shared by Sportradar) without Sportradar’s written consent; and

d. ensure that Widget(s) remain visible and uncovered by other content;

e. give least 10 business days prior notice before undertaking any material changes to the Property that would have a material impact on the performance of the Widget(s). Within thirty (30) days of receiving such notice, Sportradar shall be allowed to terminate the Agreement by giving written notice to Publisher;

f. do not display the Widget in any manner, or alongside content, that may misrepresent any association (or imply any sponsorship and/or promotional relationship) between Publisher and Sportradar, Advertiser or any third-party whose content is displayed in the Widget

g. Publisher will withhold from (i) Ad Fraud practices and use its best efforts to prevent third parties from performing such practices on the Properties; and (ii) practices which may result in imposing a Google Ban on the Properties;

h. Publisher shall ensure that any Widget placement and size agreed by the Parties in writing remain unchanged. In the absence of such agreement, Publisher shall ensure that Widget(s) are displayed prominently in the Properties.

3. Obligations of Sportradar. Sportradar represents, warrants and covenants that:

a. Sportradar shall contractually require Advertisers to not include any Infringing Content in the Ads.

b. Under Publishers’ written request, Sportradar shall stop broadcasting any Ad that may be reasonably be deemed to include Infringing Content or to be reasonably objectionable by Publisher.

Payment terms.

a. Sportradar shall measure the License Performance, and use its measurements of the License Performance to calculate Month Compensation payable under the IO. Sportradar shall provide License Reports via the Sportradar Marketing Cloud or email as agreed by the Parties in writing (or at Sportradar’s discretion in the absence of any such agreement). If there is a discrepancy of more than 10% between the number of Impressions included in License Reports issued by Sportradar, or any third party on behalf of Sportradar, and any License Performance reports issued in good faith by Publisher, or any third party appointed by Publisher, provided to Sportradar, the Parties shall jointly undertake a joint technical verification and enhancement within the immediately subsequent thirty (30) day period. Should a discrepancy of more than 10% remain despite the technical verification and enhancement measures taken hereunder, the Parties shall agree in good faith on an appropriate remedy in accordance with best industry practice and standards.

b. Sportradar shall pay Compensation to Publisher as laid down in this Agreement. Sportradar shall calculate Compensation by adding Past Compensation and Month Compensation.

c. Sportradar shall not in any event be obliged to disclose its agreements with any Advertiser or any information included therein (including any remuneration to be paid by any Advertiser to Sportradar).

d. Publisher agrees to hold Sportradar liable for payments solely to the extent proceeds have cleared from Advertiser to Sportradar for Ads placed in the Widget.

e. Publisher shall provide to Sportradar an invoice setting out the payments due for the previous month.

f. Compensation and any other monies due to Publisher shall be transferred within thirty (30) days from receipt of the invoice to the bank account listed on the invoice.

g. Sportradar shall not be obliged to pay Compensation where Month Compensation is inferior to 50 EUR in a given month. In that case, Compensation for that month will become Past Compensation for the following month.

5. Intellectual Property Rights. Publisher acknowledges that Sportradar and its licensors own and retains all right, title, and interest, including all intellectual property rights, in and to the Ads and all technologies related thereto, including any and all algorithms or processes developed by Sportradar and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Sportradar whether or not created or developed in connection with the Widget(s).

6. Indemnity

a. PUBLISHER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPORTRADAR AND ANY ADVERTISER FROM AND AGAINST ANY AND ALL LOSSES, DEMANDS, DAMAGES, COSTS, EXPENSES (INCLUDING, ATTORNEY FEES AND COSTS) AND LIABILITIES SUFFERED OR INCURRED, BY SPORTRADAR OR AN ADVERTISER ARISING HOWSOEVER FROM ANY THIRD PARTY CLAIM BASED ON ANY ACTUAL OR ALLEGED: (I) BREACH BY PUBLISHER OF ANY OF ITS OBLIGATIONS, REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS UNDER THIS AGREEMENT; (II) INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY PUBLISHER; (III) BREACH BY PUBLISHER OR ADVERTISER OF ANY APPLICABLE LEGISLATION OR REGULATION, INCLUDING BUT NOT LIMITED TO PUBLISHER’S OR ADVERTISER’S FAILURE TO SECURE ALL RIGHTS, TITLE, AND INTEREST IN THE PROPERTIES AND/OR ANY CONTENT THEREIN ; AND (IV) ANY CLAIMS ARISING FROM PUBLISHER’S MODIFICATIONS OF THE WIDGETS TRACKING CODE OR ADS IN BREACH OF THIS AGREEMENT.

Data:

a. Publisher shall not attempt to, nor allow any third party to, build segments based on End Users, or retarget End Users, unless any such use has been approved by Sportradar in writing (e-mail sufficient) or:

i. complies with any applicable legislation; and

ii. is done on an aggregated basis so as to preclude identification, directly or indirectly, of Sportradar and/or of any Advertiser.

b. Publisher agrees that absent prior written authorization from Sportradar, for each discrete instance, Publisher shall not (i) use Sportradar Data to retarget End Users; (ii) use Sportradar Data in connection with user segments or profiles; and/or use Sportradar Data for advertising purposes.

Official League Data Widget. This clause shall apply where Sportradar licenses any Official League Data Widget under this Agreement:

a. Publisher must comply at all times with the Official Media Data Addendum, available at: https://developer.sportradar.com/official-media-data-addendum

b. Publisher represents, warrants, and covenants that:

i. it shall have, and maintain during the License Term, all necessary rights, licences, consents, permissions and business permits (including approvals from the relevant US sports leagues and/or their designated licensees (i.e., Sportradar)) to display Official League Data in Properties, unless such rights are explicitly granted to Publisher under this Agreement or via a standalone writing agreement, Publisher shall promptly provide evidence of its compliance with this clause on Sportradar’s request. Publisher agrees to promptly inform Sportradar in writing of any changes to its maintenance of any required necessary rights, licences, consents, permissions and business permits.

ii. it shall not perform any act, or include any content in the Property that misrepresents any association between Publisher and any third party involved in the delivery of the Ads including, without limitation, anything that may imply a sponsorship and/or a promotional relationship between Publisher with Data Provider

iii. the Properties will not include any content that promotes illegal gambling or disparages the image of (i) Data Providers and/or (ii) any team or player participating in any league organised by Data Provider.

ANNEX 4 – PUBLISHER SOURCES DEMAND

General.

a. This Annex will apply were Publisher sources demand..

b. “Agreed Advertisers” shall mean advertisers listed as such in the IO

c. Publisher shall only display the Ads of Agreed Advertisers on the Widget.

d. Publisher represents, warrants and covenants that Agreed Advertisers shall have, and maintain during the License Term, all necessary rights, licences, consents, permissions and business permits (including approvals from any regulatory or other authority [including a gaming authority] and intellectual property rights) to supply and advertise their services, and to display Ads in the Territory.

Intellectual Property Rights. Sportradar acknowledges that Publisher and its licensors own and retains all right, title, and interest, including all intellectual property rights, in and to the Ads. Publisher warrants Sportradar a license to use the Ads to the extent reasonably necessary to comply with Sportradar’s obligations under this Agreement.
Indemnity.

a. PUBLISHER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPORTRADAR AND ANY ADVERTISER FROM AND AGAINST ANY AND ALL LOSSES, DEMANDS, DAMAGES, COSTS, EXPENSES (INCLUDING, ATTORNEY FEES AND COSTS) AND LIABILITIES SUFFERED OR INCURRED, BY SPORTRADAR ARISING HOWSOEVER FROM ANY THIRD PARTY CLAIM BASED ON ANY ACTUAL OR ALLEGED: (I) BREACH BY PUBLISHER OF ANY OF ITS OBLIGATIONS, REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS UNDER THIS AGREEMENT; (II) INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY PUBLISHER OR AGREED ADVERTISERS; (III) BREACH BY PUBLISHER OF ANY APPLICABLE LEGISLATION OR REGULATION, INCLUDING BUT NOT LIMITED TO PUBLISHER’S FAILURE TO SECURE ALL RIGHTS, TITLE, AND INTEREST IN THE PROPERTIES OR ANY CONTENT THEREIN ; AND (IV) ANY CLAIMS ARISING FROM PUBLISHER’S MODIFICATIONS OF THE WIDGETS TRACKING CODE IN BREACH OF THIS AGREEMENT.

Payment terms

a. Publisher shall pay Compensation to Sportradar as laid down in this Agreement.

b. Compensation shall mean Month Compensation and Setup Fee.

c. Sportradar shall provide to Publisher an invoice setting out the payments due for the previous month.

d. Compensation and any other monies due to Sportradar shall be transferred within ten (10) days from receipt of the invoice to the bank account listed on the invoice.

e. Where Sportradar licenses the Widgets under a Performance (CPC) Model or an Enterprise (Technology License) Model, Sportradar shall measure License Performance and, and use this measurements to calculate the Month Compensation payable under the IO. Sportradar shall provide License Reports via the Sportradar Marketing Cloud or email as agreed by the Parties in writing (or at Sportradar’s discretion in the absence of any such agreement). If there is a discrepancy of more than 10% between the number of Impressions included in License Reports issued by Sportradar, or any third party on behalf of Sportradar, and any License Performance reports issued in good faith by Publisher, or any third party appointed by Publisher, provided to Sportradar, the Parties shall jointly undertake a joint technical verification and enhancement within the immediately subsequent thirty (30) day period. Should a discrepancy of more than 10% remain despite the technical verification and enhancement measures taken hereunder, the Parties shall agree in good faith on an appropriate remedy in accordance with best industry practice and standards.

f. Where Sportradar licenses the Widgets under a Partnership (Rev Share) Model: Publisher shall measure the License Performance, and provide License Reports to Sportradar as agreed by the Parties in writing (e-mail sufficient). Sportradar shall calculate Compensation based on License Reports.

Audit.

a. Publisher shall allow Sportradar to appoint an auditor to conduct audits solely related to financial records of Publisher in connection with any Widget licensed under a Partnership (Rev Share) Model, exclusively in order to verify that Sportradar complies with the Revenue-share mechanism hereunder (the “Audit”).

b. Any such Audit shall:

i. Be conducted by a third party reputable auditor (the “Auditor”);

ii. Not more than twice a year upon a ten (10) days written notice to Publisher;

iii. during normal business hours in the locations where Publisher keeps any such records (or remotely using customary electronic means);

c. Sportradar shall incur the total costs of such audit, provided that if any such audit reveals an underpayment of more than 10%, then Publisher shall pay such underpaid amount and also incur the reasonable costs of the audit.

Official League Data Widget. This clause shall apply where Sportradar licenses any Official League Data Widget under this Agreement:

a. Publisher must comply at all times with the Official Media Data Addendum, available at: https://developer.sportradar.com/official-media-data-addendum

b. Publisher represents, warrants, and covenants that:

i. Publisher and Agreed Advertisers shall have, and maintain during the License Term, all necessary rights, licences, consents, permissions and business permits (including approvals from the relevant US sports leagues and/or their designated licensees (i.e., Sportradar)) to display Official League Data in Properties, unless such rights are granted to Publisher under this Agreement or via a. standalone writing, Publisher shall promptly provide evidence of its compliance with this clause on Sportradar’s request. Publisher agrees to promptly inform Sportradar in writing of any changes to its maintenance of any required necessary rights, licences, consents, permissions and business permits.

ii. It shall only display Ads of Agreed Advertisers in the Official League Data Widget.

iii. the Ads, related landing pages as well as the Properties will not include any content that promotes illegal gambling or disparages the image of (i) Data Providers and/or (ii) any team or player participating in any league organised by Data Provider.

c. Publisher shall not:

i. perform any act, or include any content in the Property that misrepresents any association between Publisher and any third party involved in the delivery of the Ads including, without limitation, anything that may imply a sponsorship and/or a promotional relationship between Publisher with Data Provider

ii. Allow Agreed Advertisers to perform any act, or include any content in the Ads or related landing pages that misrepresents any association between Advertiser and any third party involved in the delivery of the Ads including, without limitation, anything that may imply a sponsorship and/or a promotional relationship between Advertiser with Data Provider.