Insertion Order General Terms and Conditions
10 June 2024
1 Subject Matter of this Agreement
1.1 This Agreement set forth the conditions under which Sportradar shall provide the Services to Advertiser in connection with any Campaign. In case of any contradiction between these IOGTC, the IO, or the DPA, the following order of prevalence shall apply
(a) DPA (if and as applicable to each Service);
(b) IO; and
(c) IOGTC
1.2 The Parties agree to follow all best practices and guidelines established by the Interactive Advertising Bureau (“IAB”) found at https://www.iab.com/guidelines/ with respect to any Campaign delivered under this Agreement.
1.3 Advertiser shall comply at all times with the EGBA Code of Conduct on Responsible Advertising for Online Gambling, available at: https://www.egba.eu/uploads/2020/04/200428-Code-of-Conduct-on-Responsible-Advertising-for-Online-Gambling.pdf and any other third party policy mentioned in this Agreement or shared by Sportradar in writing (e-mail sufficient) from time to time.
1.4 For the Campaign Term and subject to terms of this Agreement, Sportradar grants to Advertiser a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to utilise the Sportradar Platforms for the purposes of receiving the Services as agreed in the IO. For the avoidance of doubt, the Parties agree that Sportradar is entitled to enter into similar agreements (as this Agreement) with competitors of the Advertiser.
2 Rights and Obligations of Sportradar
2.1 Sportradar shall use its reasonable efforts in accordance with best industry practice to deliver the Services as specified in the Agreement.
2.2 Sportradar will share Platform Credentials granting Advertiser access to Sportradar Marketing Cloud or other Sportradar Platform where agreed between the Parties in writing (e-mail sufficient). Advertiser acknowledges that Sportradar may deny or rescind Advertiser access to the Sportradar Platforms at Sportradar’s sole discretion.
2.3 Sportradar agrees to use the Advertiser Data in compliance with this Agreement and agrees to use commercially reasonable efforts to promptly remove, or cause to be removed, any Ad from any Property that Advertiser reasonably deems objectionable, upon receipt of written notice from Advertiser.
2.4 Advertiser acknowledges that Sportradar shall not be obliged to deliver any Campaign (or any part thereof) that (i) does not comply with this Agreement, with any agreement between Sportradar and a Partner, or with any applicable law, regulation, or other judicial or administrative order; (ii) may tend to bring disparagement, liability, or other legal, regulatory and/or reputational harm upon Sportradar or the Partners; or (iii) may otherwise be reasonably determined to be objectionable. Sportradar reserves the right to stop any Campaign and/or reject or remove, or cause to be removed, from any Property any Advertiser Data that in Sportradar’s reasonable discretion does not comply with this clause. Sportradar shall not be liable to Advertiser or any third party in connection with such rejection or removal of such Campaign (or any part thereof).
2.5 Sportradar agrees to use its reasonable efforts to deliver Campaigns in the Territory. Advertiser acknowledges that geographic targeting is not 100% accurate and therefore Sportradar cannot and does not guarantee that all ad impressions will be served in the geographic region targeted. Sportradar is not responsible for (i) impressions served outside of specified regions/audience targets, (ii) any unavailability of inventory in geographic regions selected by Advertiser, or (iii) discrepancies in reporting resulting from the Advertiser’s use of geolocation techniques or third-party ad servers or geolocation services providers.
2.6 Sportradar shall not share Advertiser’s assigned third-party Platform Credentials with any other third party unless (i) Sportradar has obtained Advertiser’s prior written consent; or (ii) Sportradar is obliged to share Platform Credentials by law, court ruling or order of a competent authority.
2.7 Unless otherwise agreed in writing (e-mail sufficient), the positioning of Ads, the frequency with which the Ads are delivered, or any other feature of the Campaign not explicitly specified in the Agreement, is at Sportradar’s, or the relevant Partners’ sole discretion.
3 Rights, Obligations and Warranties of Advertiser
3.1 Advertiser represents, warrants, and covenants that it shall have, and maintain during the Campaign 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 its services, and to use the Services in the Territory. Advertiser shall promptly provide evidence of its compliance with this clause on Sportradar’s request. Advertiser agrees to promptly inform Sportradar in writing of any changes to its maintenance of any required necessary rights, licences, consents, permissions and business permits. Advertiser 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 or other authority (including a gaming authority) from time to time.
3.2 Advertiser represents, warrants, and covenants that (i) the Advertiser’s use of the Services and/or of any Sportradar Platform; (ii) the Advertiser Data as well any Property related to the Advertiser Data (e.g. landing page); and/or (iii) any product or service promoted by the Advertiser Data or otherwise by the use of the Services by the Advertiser, shall not, at any time, include, promote or link the Services to any Infringing Content, and/or target minors and/or individuals below the legal age to gamble in the Territory.
3.3 Advertiser represents, warrants, and covenants that it shall have, and maintain during the Campaign Term sufficient substantiation for all claims made and shall fulfil all commitments set out in the Ads, including, but not limited to: all necessary rights, licenses, permits, and abilities to advertise the material contained in or referred to in the Advertiser Data. Advertiser expressly represents, warrants and covenants to Sportradar that Sportradar shall not need any additional rights, licenses, permits, or abilities to provide the Services agreed under the IO.
3.4 Advertiser shall be solely responsible for the End User support, including registrations issues, as well as the settlement of all End User winnings and all the liabilities associated with the End User accounts and the conduct of its commercial operations.
3.5 Advertiser shall not perform any act, or include any content in the Ads or related landing page, that misrepresents any association between Advertiser and Sportradar or any Partner involved in the delivery of the Ads including, without limitation, anything that may imply a sponsorship and/or a promotional relationship between the Advertiser and the publisher with a third-party whose content appears in the Ad.
3.6 Advertiser shall not engage in any conduct which may damage or adversely affect Sportradar or any of its Partners’ name, image, or reputation.
3.7 Advertiser shall notify Sportradar immediately if it becomes aware that it is, or is likely to become, a party to any legal action which relates to this Agreement and/or the Services rendered under it.
3.8 Advertiser shall use the Services under Sportradar Platforms, including any derivatives from the Services (e.g., Creatives and implemented technology), only to the limited extent permitted by this Agreement.
3.9 Advertiser is responsible for any activity performed and/or taking place in its Platform Accounts, including activity performed by Sportradar under Advertiser’s instructions. Advertiser is not responsible for any activity performed by Sportradar independently (e.g. troubleshooting).
3.10 Advertiser shall be solely responsible for:
(a) the completeness, accuracy, compliance, and delivery of any Advertiser Data;
(b) Implementation of any Tracking Code or API as reasonably indicated by Sportradar before the beginning of the Campaign Term;
(c) the delivery of all Advertiser Data required for each Campaign as reasonably required by Sportradar no later than 1 (one) calendar week before the start of the Campaign Term.
3.11 Advertiser shall cooperate with Sportradar as reasonably required by Sportradar to perform the Services in a timely and professional manner. This includes, but it is not limited to, embedding Tracking Code and APIs in the Advertiser’s sites, and share any relevant content as reasonably required for Sportradar to perform the Services and measure Campaign Performance.
3.12 Advertiser shall promptly provide evidence of its compliance with the terms of this Agreement upon Sportradar’s reasonable written (including by email) request. Advertiser 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.
3.13 Unless otherwise agreed in the IO, third-party services and/or product offers from Sportradar will remain valid for Advertiser’s acceptance for only 5 (five) business days after the offer is made, as Sportradar cannot guarantee the availability of third-party services or products.
3.14 For the avoidance of doubt, Advertiser acknowledges that Advertiser uses the Services and instructs Sportradar to provide the Services and deliver Campaigns on the Territory at Advertiser’s own risk.
3.15 Advertiser may not place Tracking Code in the Ads unless allowed by Sportradar in writing (e-mail sufficient).
3.16 Sportradar Platforms may allow Advertiser to track End Users or customise Ads. Advertiser shall not use these functionalities unless it holds all necessary consents, rights and permits. Advertiser is in any event solely responsible for its usage of Sportradar Platforms.
4 Payment Terms
4.1 Unless otherwise stipulated in the Agreement, Sportradar shall invoice Advertiser any Compensation listed in the IO upfront on a monthly basis. Compensation shall be paid in the currency listed in the IO.
4.2 Sportradar shall provide Campaign Reports via the Sportradar Platforms or email as agreed by the Parties in writing (e-mail sufficient) or at Sportradar’s discretion in the absence of any such agreement. If there is a discrepancy of more than 10% between the Campaign Reports issued by Sportradar, or any third party on behalf of Sportradar, and any Campaign Performance reports issued in good faith by Advertiser, or any third party appointed by Advertiser, and 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.
4.3 Unless otherwise stated in the IO, Compensation and any other monies due to Sportradar shall be (i) due for payment without deduction within ten (10) days from the date of the invoice (ii) transferred to the bank account listed on the invoice or otherwise indicated by Sportradar in writing (e-mail sufficient); and (iii) net of any VAT/GST (if applicable).
4.4 Parties warrant that all payments made by a Party in relation to this Agreement will be made directly from such Party to the other Party.
4.5 The Advertiser shall solely be responsible to pay any and all Taxes that might be payable in the Advertiser’s jurisdiction and the Territory as a result of the Campaign services hereunder.
4.6 If any sums due to be paid by the Advertiser to Sportradar under this Agreement are not paid when due, then in addition to its other rights, Sportradar may, subject to a 7 (seven) business day written notice:
(a) charge interest at the published Bank Rate (EURIBOR) plus five per cent (5%) per annum on the overdue amount, from the date the sum fell due for payment until it is paid in full;
(b) recover from the Advertiser reasonable legal costs (including attorney fees and internal costs) which incur for recovering the overdue amount;
(c) require the Advertiser to pay, immediately, all amounts under the Agreement or any other contract between Sportradar and the Advertiser that are invoiced but unpaid, in which event any such amounts will immediately become due; and/or
(d) suspend or cease supplying the Services or terminate the Agreement through a ten (10) days written notice to Advertiser.
4.7. Advertiser shall notify Sportradar in writing promptly in advance regarding any changes that might impact Advertiser’s timely payment of the Compensation, such as, but not limited to any required changes to the respective invoice (e.g. Advertiser’s billing address, company name, registration number, contact information, etc.). If Advertiser does not notify Sportradar sufficiently in advance of any invoice billing cycle, Sportradar shall not be obliged to perform any retroactive changes whatsoever on already executed actions, such as, but not limited to issuing credit notes or reissuing invoices. Advertiser’s failure to timely pay any due and payable invoice shall be deemed a material breach of the Agreement.
5 Tax
5.1 In the countries where they are tax resident, Sportradar and Advertiser shall support each other in solving tax related issues as a result of the Services provided under this Agreement. If applicable, Sportradar will charge or collect sales tax from Advertiser, unless Advertiser provides to Sportradar fully completed and valid resale certificates with respect to the Services unsolicited within a period of one month after this Agreement is concluded. For VAT/GST/sales tax purposes, Advertiser hereby confirms that the Services purchased from Sportradar will be wholly and exclusively used for Advertiser’s own business purposes.
5.2 The Advertiser shall solely be responsible to pay any and all Taxes that might be payable in the Advertiser’s jurisdiction as a result of the Services hereunder. Unless otherwise expressly stated herein, all sums due to Sportradar are intended and shall be paid net, without any deduction of any kind, whether due to Taxes or any other reason.
5.3 If applicable, Advertiser will record the information according to the Council Implementing Regulation (EU) 2019/2026, and all applicable successor and equivalent regulations pursuant to European Union or Member State law, for a minimum of 10 years. On Sportradar’s request, Advertiser will disclose these information to Sportradar and acknowledges and agrees that Sportradar will record these information pursuant to the Council Implementing Regulation (EU) 2019/2026, and all applicable successor and equivalent regulations pursuant to European Union or Member State law, for a minimum of 10 years. For the purpose of the General Data Protection Regulation, Sportradar will act as a data processor for any personal data that has been collected, stored or processed to comply with legal obligations arising from tax law. In case such request is made, Advertiser shall inform Sportradar about the legal obligation to which the Advertiser is subject.
6 Term and Termination
6.1 This Agreement shall enter into force at the beginning of the Campaign Term, and expire by the end of the Campaign Term, unless terminated early in accordance with the Agreement.
6.2 Either Party may terminate this Agreement upon written notice at any time during the Campaign Term of this Agreement for good cause with immediate effect. Good causes are, in particular, and without limitation:
(a) if the other Party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches (either anticipatory or incapable of rectification), any of its covenants, representations, or obligations contained in the Agreement; or
(b) if a material breach capable of rectification is committed, and such breach, or failure, or inaccuracy continues for a period of 15 (fifteen) days after the non-breaching Party delivers notice to the breaching Party reasonably detailing such breach; or
(c) upon the filing or institution of bankruptcy, reorganization, liquidation, or receivership proceedings by the other Party.
6.3 Sportradar may terminate this Agreement by written notice with immediate effect in the event of a Change of Control of Advertiser.
6.4 Sportradar may in any event terminate this Agreement for any reason by giving the Advertiser 72 (seventy-two) hours written notice.
6.5 Sportradar is entitled to terminate this Agreement immediately by giving written notice to Advertiser if (i) the legal and regulatory situation of gambling or betting in the jurisdictions targeted by the Services change; (ii) Sportradar is subject to a regulatory (or similar) investigation in connection with this Agreement; and/or (iii) it determines in its sole discretion that the Agreement may jeopardize Sportradar’s relationship with any public authority.
6.6 Where this Agreement terminates, for whatever reason:
(a) Any and all payments obligations under this Agreement through to the date of termination will immediately become due and payable. For the avoidance of doubt, the Compensation due to Sportradar arising from the use of Sportradar Platforms or Services provided under the Agreement shall survive the termination of the Agreement.
(b) The license and all rights granted to Advertiser under this Agreement, including access rights and Platform Credentials, shall cease and/or be cancelled.
7 Intellectual Property Rights
7.1 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, license or grant to a Party of any intellectual property right (including rights in/to software), or any other right or interest in any Sportradar Assets, Advertiser 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, Advertiser, or any subsidiaries and Affiliates). Notwithstanding the foregoing, the Advertiser recognizes the validity of the title in the information, including know-how, and data made available by Sportradar and the trademarks and other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates, whether registered or not.
7.2 Advertiser acknowledges that Sportradar owns and retains all right, title, and interest, including all intellectual property rights, in and to the Sportradar Assets 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 Services. For the avoidance of doubt and without prejudice to clause 7.1, all intellectual property rights which result from or otherwise come into existence as a result of the supply of Services or the use of Sportradar Platforms shall immediately vest to and be owned by Sportradar.
7.3 Advertiser grants to Sportradar a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license, to use and/or sub-license any Feedback for any purpose whatsoever.
7.4 Sportradar grants to Advertiser a limited, revocable, non-exclusive, non-sublicensable, non-transferable, right and license to use any Sportradar Asset made available by Sportradar to the Advertiser under the Agreement for Advertiser’s own internal business purposes so long as such use is in compliance with this Agreement and only for the Campaign Term.
7.5 Advertiser must immediately inform Sportradar of all cases of potential infringement of its intellectual property, including but not limited to trademarks, copyrights, software rights, processes, etc., or other property owned by Sportradar, or any of its subsidiaries and Affiliates, made available hereunder that comes to the Advertiser’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.
7.6 Advertiser agrees that absent prior written authorization from Sportradar, for each discrete instance, Advertiser shall not: (a) use the Services or 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 infringement; or (j) attempt, or allow a third party, to do any of the foregoing.
7.7 Advertiser consents to Sportradar using Advertiser’s brand name(s) for general marketing purposes, such as in presentations or on the Sportradar’s company websites. Advertiser may withdraw its consent at any time by giving written notice to Sportradar.
8 Liability
8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SPORTRADAR DOES NOT MAKE OR GIVE, NOR HAS ANY AGENT, SUBCONTRACTOR OR AUXILIARY OF SPORTRADAR THE AUTHORITY TO (NEITHER EXPRESSLY NOR IMPLIED) MAKE OR GIVE, ANY REPRESENTATION, WARRANTY OR UNDERTAKING AS TO, AND ADVERTISER WILL NOT HOLD SPORTRADAR OR ANY OF ITS AFFILIATES LIABLE FOR THE ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, TIMELINESS, OR QUALITY OF THE SERVICES, SPORTRADAR ASSETS, OR OTHER INFORMATION AND DATA MADE AVAILABLE UNDER THE AGREEMENT, OR AS TO THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR THE OUTCOME OF ADVERTISER’S USE OF THE SERVICES.
8.2 DATES AND DATAS SUPPLIED BY SPORTRADAR IN THE PERFORMANCE OF THE SERVICES ARE TO BE TREATED AS APPROXIMATE ONLY, AND ARE SUBJECT TO TIME DELAYS AND MISTAKES WHEN PROVIDED BY THIRD PARTIES. WITHOUT PREJUDICE OF THE AGREED IN THIS CLAUSE, SPORTRADAR SHALL NOT BE LIABLE IN ANY CASE FOR ANY LOSS OR DAMAGE ARISING FROM DELAY IN DELIVERY OR PERFORMANCE OF DATA, AS WELL AS FROM THIRD-PARTY ERRORS.
8.3 ADVERTISER SHALL, AT ITS OWN EXPENSE, INDEMNIFY, SETTLE, DEFEND AND HOLD HARMLESS SPORTRADAR, ITS AFFILIATES, DIRECTORS, OFFICERS AND/OR EMPLOYEES AND ANY PARTNER FROM AND AGAINST ANY AND ALL LOSSES, DEMANDS, DAMAGES, FINES, COSTS, EXPENSES (INCLUDING, ATTORNEY FEES AND COSTS) AND LIABILITIES SUFFERED OR INCURRED, BY SPORTRADAR OR A PARTNER ARISING HOWSOEVER FROM ANY THIRD PARTY CLAIM OR REGULATORY INVESTIGATION BASED ON ANY ACTUAL OR ALLEGED: (I) BREACH BY ADVERTISER (AND ITS AGENTS, AUXILIARIES, ETC.) 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 ADVERTISER (AND ITS AGENTS, AUXILIARIES, ETC.); (III) BREACH BY ADVERTISER (AND ITS AGENTS, AUXILIARIES, ETC.) OF ANY APPLICABLE LEGISLATION OR REGULATION, INCLUDING BUT NOT LIMITED TO ADVERTISER’S FAILURE TO SECURE ALL RIGHTS, TITLE, AND INTEREST NECESSARY TO DISPLAY THE ADVERTISER DATA; AND (IV) ADVERTISER’S (AND ITS AGENTS, AUXILIARIES, ETC.) MODIFICATIONS OF THE SPORTRADAR ASSETS, TRACKING CODE OR SERVICES IN BREACH OF THIS AGREEMENT.
8.4 ADVERTISER AGREES TO, AT ITS OWN EXPENSE, INDEMNIFY, DEFEND, SETTLE AND HOLD SPORTRADAR AND ITS AFFILIATES, DIRECTORS, OFFICERS AND/OR EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL TAX LIABILITIES, COSTS, DAMAGES, CLAIMS AND/OR EXPENSES AS A RESULT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT.
8.5 THE SERVICES, THE SPORTRADAR PLATFORMS 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, PARTNERS, AGENTS, SUBCONTRACTORS OR AUXILIARIES SHALL BE LIABLE TO THE ADVERTISER OR TO ANY CLIENTS OF THE ADVERTISER FOR ANY DIRECT AND/OR IMMEDIATE DAMAGES OR LOSS OR ANY LOSS OF PROFIT (INCLUDING A LOSS OF TURNOVER), DATA, BUSINESS, OR GOODWILL.
8.6 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCLUDING DAMAGES ARISING FROM FRAUD, BREACH OF CONFIDENTIALITY, DEATH, PERSONAL INJURY, OR ADVERTISER’S INDEMNIFICATION DUTIES UNDER THIS AGREEMENT, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, NOR SPORTRADAR’S SOFTWARE OR DATA PROVIDERS, PARTNERS, AGENTS, SUBCONTRACTORS OR AUXILIARIES, SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY CLIENTS OF THE ADVERTISER 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 ASSETS, PRODUCTS, 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 ADVERTISER MAY INCUR AS A RESULT OF THE SPORTRADAR ASSETS, 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 ADVERTISER.
8.7 IN ANY EVENT, ADVERTISER AGREES THAT SPORTRADAR’S TOTAL AGGREGATE LIABILITY HEREUNDER WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, EQUITY, STATUTE, TORT OR OTHERWISE -, INCLUDING SPORTRADAR’S LIABILITY ARISING UNDER ITS INDEMNIFICATION DUTIES – SHALL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE COMPENSATION PAID BY ADVERTISER TO SPORTRADAR DURING THE CAMPAIGN TERM.
9 Data
9.1 If Advertiser receives any information about End Users from the Services, Advertiser shall not attempt to (a) merge any information about End Users with personally identifiable information held by Advertiser for advertising purposes; (b) identify End Users; and/or (c) build segments based on, or retarget, End Users save as with Sportradar’s written consent.
9.2 As between Advertiser and Sportradar:
(a) Advertiser owns all right, title and interest in the Advertiser Data.
(b) Sportradar owns all right, tittle and interest in the Sportradar Data.
(c) Advertiser grants Sportradar a worldwide, non-exclusive, royalty-free license to:
(i) use, reproduce, edit, distribute, display, sub-license and store Advertiser Data to provide the Services during the Campaign Term;
(ii) use Advertiser Data during and after the Campaign Term to:
(A) enforce Sportradar’s rights under the Agreement;
(B) comply with legal obligations or the orders of competent authorities; and
(C) defend legal claims.
(d) Sportradar may use Aggregated Data (which may include Advertiser Data) during and after the Campaign 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.
(e) Sportradar grants Advertiser a revocable, worldwide, non-transferable, non-assignable and non-sublicensable licence during the Campaign Term to use, in strict compliance with this Agreement, any Sportradar Data included in the Campaign Reports. Advertiser shall not disclose the Sportradar Data to any third party without the prior written consent of Sportradar.
9.3 Advertiser 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 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 (“Confidential Information”).
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, but in no circumstances shall either Party fail to meet the standard due diligence and prudence to protect the said Confidential Information.
10.3 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. Sportradar may also disclose this Agreement or parts of it to Partners subject to similar obligations of confidentiality when necessary to comply with Sportradar’s obligation under this Agreement or under any agreement between Sportradar and a Partner.
10.4 Obligations of the Agreement shall be fulfilled by Sportradar or one of its Affiliates. Therefore, Affiliates and subcontractors, as well as auxiliaries of Sportradar, are not considered as third parties under this section.
10.5 The Parties agree to use the Confidential Information only for the purposes of the Agreement.
10.6 The following information is not Confidential Information:
(a) 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; and/or
(b) where the recipient can show that it became aware of the information independently, prior to the date of the present Agreement.
10.7 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.
10.8 Advertiser expressly acknowledges and agrees that Sportradar may, with consent from Advertiser, disclose the relationship hereunder to a Partner upon reasonable request and commercial necessity in accordance with advertising industry standards.
10.9 On request at the termination of this Agreement, the recipient shall return or destroy the Confidential Information to the disclosing Party, as well as any copies made.
10.10 In any event, the commitment to confidentiality shall remain beyond the Campaign Term for a period of 5 (five) years.
11 Changes to these IOGTC
11.1 Sportradar may make changes to these IOGTC at any time by giving 30 days’ written notice to Advertiser (email sufficient). The changes to the IOGTC will not apply retroactively.
11.2 In case of no explicit acceptance by Advertiser and continued use of Sportradar Platforms as well as non-objection to the rendering of Services, the new IOGTC is deemed to be accepted by the Advertiser.
12 Compliance
12.1 For Advertisers based in the US:
12.1.1. Anti-Corruption
(a) 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. Parties warrant that Parties and any of their subsidiaries and/or representatives have complied and will continue to comply with and have not and will not commit any offense under (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (“FCPA”); (ii) the UK Bribery Act 2010; (iii) the anti-corruption and/or anti-bribery laws of the Territory; or (iv) any other anti-corruption law(s) (“Anti-Corruption Laws”) applicable to client, Sportradar, or the jurisdictions associated with this Agreement.
12.1.2. No Improper Conduct
(a) Parties represent and warrant 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 agents, to any person, including any Government Official, for purposes including but not limited to: (i) to improperly influence any official act or decision of that person; (ii) to induce that person to do or omit to do any act in violation of a lawful duty; or (iii) to secure any improper benefit or favor for the Company. Parties represent and warrant 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 agents.
“Government Official” shall be defined as: (1) any elected or appointed government official, officer, employee or person acting in an official or public capacity on behalf of a government; (ii) any official or employee of a quasi-public or non-governmental international organization; (iii) any employee or other person acting for or on behalf of any entity that is wholly or partially government owned or controlled by a government; (iv) any person exercising legislative, administrative, judicial, executive, or regulatory functions for or pertaining to government (including any independent regulator); (v) any political party official, officer, employee, or other person acting for or on behalf of a political party; and (vi) any candidate for public office.
12.1.3. Anti-Money Laundering
(a) Parties represent that they have 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 Parties conduct their business, including but not limited to The Bank Secrecy Act of 1976 (as amended) and the USA PATRIOT ACT of 2001 (as amended). Parties represent that they are not under investigation by any governmental authority for, or 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. Parties agree to notify each other of any suspicious activity of which it becomes aware relating to any provision, directly or indirectly, of this Agreement. Upon request, Parties agree to provide each other with documentation relating to any anti-money laundering program, policies, and/or procedures either Party maintains or that is maintained by a subsidiary/representative on behalf of Parties.
12.1.4. Trade Sanctions
(a) Parties agree 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 does business, or any other governing bodies whose sanctions regimes may otherwise have jurisdiction over Parties. Parties agree that they will not export, re-export, ship, distribute, sell, resell, supply, or otherwise transfer any products, equipment, goods, technology, or software furnished by the Parties to, or for end use by, any person (i) 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 (ii) 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 (iii) 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.
12.2 For Advertisers based outside of the US:
12.2.1.Anti-Corruption:
(a) To the best of its knowledge, neither Party nor its Affiliates, have any employee or agent acting directly or indirectly on its behalf, who has used corporate funds for unlawful payments, contributions, and/or expenses. Each Party and their Affiliates or representatives shall comply at all times with (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (“FCPA”); (b) the UK Bribery Act 2010; (c) the applicable anti-corruption and/or anti-bribery laws; and/or (d) any other applicable anti-corruption law(s) (“Anti-Corruption Laws”) applicable to the Customer, Sportradar, or the jurisdictions associated with this Agreement.
12.2.2. Anti-Money Laundering.
(a) The Parties shall comply with all applicable financial recordkeeping and reporting requirements, and applicable anti-money laundering laws in the jurisdictions in which the Parties conduct business. The Parties represent they are not under investigation by any governmental authority for, and has never been charged with or convicted of money laundering, drug trafficking, terrorist activities, and/or any violation or applicable anti-money laundering laws and/or regulations. The Parties agree to notify each other of any known suspicious activity relating to any provision, directly or indirectly, of this Agreement. Upon request, Parties agree to provide each other with documentation relating to any anti-money laundering program, policies, and/or procedures maintained by either Party or its Affiliates.
12.2.3. Trade Sanctions.
(a) The Parties shall comply with all customs, export control, antiboycott, economic and financial sanctions laws and regulations of the jurisdiction where it is formed, the jurisdictions in which it does business, or any other governing bodies whose sanctions regimes may otherwise have jurisdiction over the Parties. Neither Party shall supply or transfer in any way products, equipment, goods, technology, or software furnished by the other Party to any person or entity (a) listed in any sanctions-related list of designated persons maintained by the Swiss Secretariat for Foreign Affairs (“SECO”), the United Nations Security Council, the European Union, any Member State of the European Union, and/or the United Kingdom; or (b) operating, organized or resident in any country or territory which is the subject or target of any sanctions. Neither Party, nor any of their employees, representatives, and or Affiliates of such Party or such Subsidiary is (a) a Sanctioned person or entity sanctioned by SECO, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) holding any assets located in jurisdictions sanctioned by SECO, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; or (c) deriving revenues from investments in, or transactions with, persons or entities sanctioned by SECO, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom.
12.3 Know Your Customer. As a licensed and regulated business, Sportradar is subject to comply with various legal and regulatory obligations, including the obligation to conduct certain due diligence and monitoring on certain prospective and existing Advertisers. Accordingly, Sportradar may require completion of a “Know-Your-Customer” Questionnaire (“KYC Questionnaire”). If a KYC Questionnaire is provided by Sportradar, Advertiser is obliged to complete and submit the KYC Questionnaire response to Sportradar within ten (10) business days after receipt and prior to the Parties’ execution of the agreement, whichever is earlier (“Return Deadline”). If by the Return Deadline, Advertiser has not adequately completed the KYC Questionnaire, Sportradar will issue at least one (1) reminder to Advertiser to cure any omission(s). If Advertiser does not thereafter promptly cure the omission(s), Sportradar may suspend or cease supplying the Product and/or Services to Advertiser with thirty (30) days’ notice and/or terminate the Agreement and any other contracts. Advertiser understands and acknowledges that certain confidential, private and/or personal data will be required from Advertiser to complete the KYC Questionnaire. Sportradar will store such information obtained in a manner that adheres to the applicable data security standards and privacy laws. Advertiser represents and warrants that it will cooperate with any additional and reasonable due diligence request updates in connection with the Products and Services offered hereunder, and that non-compliance with Sportradar’s KYC policy or requests may be deemed a breach of the Agreement.
13 Final Provisions
13.1 If this Agreement is entered between Advertiser 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.
13.2 If this Agreement is entered between Advertiser 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.
13.3 This Agreement contains the entire agreement between the Parties in respect of the subject matter of this Agreement and supersedes and cancels all previous agreements, negotiations, commitments and writings between the Parties relating to that subject matter. Any terms and conditions of the Advertiser shall explicitly be excluded and not applicable for the purpose of this Agreement.
13.4 The Parties agree that oral side agreements shall not be concluded unless they are confirmed in writing, or unless otherwise provided in the Agreement (e.g., clause 11.2).
13.5 Sportradar may, at its sole discretion, use subcontractors for the provision of its Services. Unless otherwise agreed herein, Sportradar shall be responsible for its own subcontractors’ actions relating to the provision of Services.
13.6 Neither Party may assign to any third Party, transfer nor otherwise dispose of this Agreement 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 Advertiser. Any purported or attempted assignment in violation of this paragraph shall be null and void.
13.7 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.
13.8 The failure of either Party to enforce or to exercise, at any time or for any period of time, any term of or any right arising pursuant to this Agreement does not constitute and shall be not construed as a waiver of such term or right and shall in no way affect that party’s right to enforce it or exercise it.
13.9 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.
13.10 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).
13.11 Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.
13.12 No terms or conditions of Advertiser’s invoice, purchase order or another administrative document (unless signed by authorized representatives of both Parties and expressly referencing that it amends this Agreement) will be effective as a modification of the terms and conditions of this Agreement regardless of Sportradar’s failure to object to such form.
13.13 If the performance of this Agreement by either Party, or of any obligation under this Agreement, other than the payment of the Compensation, is prevented or materially restricted by reason of epidemic, pandemic, war, revolution, civil riot, disaster, acts of public enemies, blockade or embargo, strikes, proclamation, or any other act whatsoever, whether similar or dissimilar to those referred to in this section, which is beyond the reasonable control of the party affected (“Force Majeure Event”), such Party shall, upon giving prior written notice to the other Party, be excused from such performance to the extent such performance is prevented by a Force Majeure Event, provided that the party so affected shall use all commercially reasonable efforts to avoid or remove such causes of non-performances, and shall continue performance whenever such causes are removed.
ANNEX 1 – DEFINITIONS
Definitions
“Action” shall mean the action, as defined in the IO, triggering the obligation to pay CPA. For the avoidance of doubts, First Time Deposit (FTD, Registration and New Depositing Customers (NDC) are (without limitation) Actions.
“Ad” shall mean any advertisement, (i) provided by Advertiser to Sportradar; (ii) hosted by Advertiser in the Sportradar Platforms; (iii) created by Sportradar with or without Advertiser Data, or in a Sportradar Platform (including Dynamic Creatives); and/or (iv) any other type of advertisement created and/or displayed in relation to the provision of the Services covered under the Agreement.
“Advertiser” shall mean the entity listed as “Advertiser” in the IO.
“Advertiser Data” shall mean data related to Campaigns, including the Ads or any other marketing content that is (i) shared by any means by Advertiser for the provision of Services by Sportradar, including but not limited via e-mail; (ii) collected from Advertiser’s Properties through Tracking Code; and/or (iii) inputted by Advertiser in the Sportradar Platforms. Advertiser Data excludes this Agreement or any information related to the performance of the Services.
“Agreement” shall mean the IO, the IOGTC, the DPA (if applicable), and all the Annexes.
“Aggregated Data” shall mean data related to the Campaigns, including Advertiser Data, combined with similar data from campaigns of other clients of Sportradar and precludes identification, directly or indirectly, of the Advertiser.
“Affiliate” shall mean (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).
“Annex” shall mean each of the annexes herein.
“Attribution Window” shall mean within:
– seven (7) days of an Ad being delivered to the device of an End User; and/or
– thirty (30) days of an End User clicking on an Ad.
“Calendar Year” shall mean a period of time that begins the day in which the Parties signed the IO and ends on 31 December of the same year.
“Campaign Performance” shall mean the amount of Impressions, clicks, Actions, or other applicable metric as applicable, delivered, shown, produced, clicked on, or viewed during a Campaign.
“Campaign Reports” shall mean information providing reasonable details of Campaign Performance
“Campaign Term” shall mean the period of time in which the Agreement is in force, as defined in the IO.
“Campaigns” shall mean digital marketing campaigns, which may include placing the Ads in the Inventory of third-party publishers and related services, as specified in the IO or as set and/or executed by Advertiser through a Platform Account.
“Change of Control” shall be as defined in section 1124 of the UK Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly
“Compensation” shall mean remuneration to be paid by the Advertiser in exchange of each of the Services, as 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 Services.
“CPA” shall mean the Compensation to be paid by Advertiser each time an End User performs Action within Attribution Window, unless otherwise specified in Action.
“CPC” shall mean the Compensation to be paid by Advertiser each time an End User clicks on an Ad.
“CPI” shall mean the Compensation to be paid by Advertiser each time an End User installs Advertiser’s app within Attribution Window.
“CPM” shall mean the Compensation to be paid by Advertiser each time a thousand Impressions are delivered under the Agreement.
“Dynamic Ads” shall mean a tool operated by Sportradar or available under the Sportradar Platform allowing the creation of personalized advertising content offered under the Paid Social Services, based on contextual or historic data about a Property and/or End User.
“Dynamic Display” shall mean a tool operated by Sportradar or available under the Sportradar Platform allowing the creation of personalized advertising content based on contextual or historic data about a Property and/or End User.
“Dynamic Display Campaign” shall mean a Campaign agreed under a Dynamic Display IO or the Dynamic Display section of an IO.
“Direct Campaign” shall mean a Campaign agreed under a Direct Campaign IO or the Direct Campaign section of an IO.
“DPA” shall mean a Data Processing Agreement entered into by the Parties.
“Dynamic Creatives” or “Creatives” shall mean Ads created using Dynamic Display, Dynamic Ads, and/or any other Sportradar Platform that allows the creation of personalized advertisement content based on contextual or historic data about a Property and/or End User.
“End Users” shall mean internet users (i) referred to Advertiser’s Properties by the Services; and/or (ii) to whom Impressions or otherwise Ads have been shown pursuant to the Services.
“Feedback” shall mean any feedback, comments, and suggestions provided by Advertiser, or any other third party on behalf of Advertiser, to Sportradar regarding the Sportradar Assets or any other software and/or technology to which Advertiser has access under the Services.
“FTD” shall mean NDC.
“Full Service” shall mean the Services covered by the Full Service model under Paid Social and may include access to the Sportradar Platform, guidance and campaign management by Sportradar.
“Gross Revenue” shall mean the value of the revenues generated by all End Users across all products offered by the Advertiser. Revenues generated would be equal to all (settled) bets less wins and in poker would be equal to the rake contributed through each qualified pot in cash ring games and/or the fees charged to customers to compete in poker tournaments
“Impression” shall mean provision of an Ad to a Partner.
“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 be reasonably considered harmful, offensive, abusive, obscene, unethical, indecent, immoral, violent, deceptive, threatening, or 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’;
“Inventory” shall mean media space available for advertisement purposes in Properties.
“IO” shall mean an insertion order subject to the IOGTC entered into by the Parties.
“IO Self-Service” shall mean any IO where Sportradar grants self-service access to any Sportradar Platform.
“IOGTC” shall mean the Insertion Order General Terms and Conditions including any annex herein.
“Lite Services” shall mean the Services covered by the Lite model under Paid Social and may include access to the Sportradar Platform and guidance from Sportradar, subject to the agreed by the Parties in the IO.
“Minimum Deposit” shall mean the value defined as such in the IO. In the absence of such definition in the IO, the Minimum Deposit shall be 1 USD (US dollar) (or the equivalent to 1 USD in any other currency).
“NDC” shall mean the event of an End User:
(i) starting the registration process in order to create a personal account with Advertiser within Advertising Window; and
(ii) making a deposit equal or superior to Minimum Deposit with Advertiser (whether or not within Attribution Window).
“Official League Data” shall mean data (including NFL 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 Publisher Product” shall mean a Publisher Product displaying Official League Data.
“Paid Search” shall mean any Campaign agreed under a Paid Search IO or under the Paid Social Service section of an IO.
“Paid Social” shall mean any Campaign agreed under a Paid Social IO or under the Paid Social Service section of an IO.
“Partner” shall mean third parties including, without limitation, network providers, owners of inventory and other companies providing digital marketing services in connection with the Agreement.
“Party” shall mean each of Sportradar and Advertiser, referred collectively as “Parties”
“Platform Account” shall mean an account in a third-party platform or in a Sportradar Platform only accessible through Platform Credentials and, in the latter case, to persons other than Sportradar and its subcontractors.
“Platform Credentials” shall mean information (such as login details) allowing access to a Platform Account.
“Platform Usage Fee” shall mean 12.5% of the costs of the inventory bought by Sportradar (including related costs such as SSP fees) in connection with a Programmatic Managed Campaign.
“Programmatic Managed Campaign” shall mean any Campaign agreed under a Programmatic Managed Service IO or under the Programmatic Managed Service section of an IO.
“Programmatic Self-Service Campaign” shall mean a Campaign agreed under a Programmatic Self-Service IO or under the Programmatic Self-Service Section of an IO.
“Property” shall mean a website, a mobile site, a mobile app or any other media channel, including Social Media Platforms, where Ads can be placed.
“Registration” shall mean the event of an internet user:
– starting the registration process in order to create a personal account with Advertiser within Advertising Window; and
– successfully creating a personal account with Advertiser (whether or not within Attribution Window).
“Services” shall mean each of the services listed as such in the IO which may include the delivery of Campaigns.
“Sportradar” shall mean the entity listed as “Sportradar” in the IO.
“Sportradar Assets” shall mean the Sportradar Platforms and Sportradar Data.
“Sportradar Data” shall mean (i) data about End Users’ digital activity gathered in connection to the Services, excluding Advertiser Data; (ii) information about the performance of the Services; (iii) bid requests related to the Services; and (iv) information or any other asset, such as Creatives and Ads, created and/or made available by Sportradar or any Partner to Advertiser, including but not limited to through any Sportradar Platform.
“Sportradar DSP” shall mean a platform operated by Sportradar allowing the setup of programmatic Campaigns and control Campaign settings such as budget, duration, targeted geo-location, and any other available targeting measurements within the Campaign and line items.
“Sportradar Platforms” shall mean web-based technology assisting the Advertiser in its digital marketing activities. Examples of Sportradar Platforms are the Sportradar DSP, the Dynamic Display tool, the Fresh8 Console, and the Marketing Cloud (each of them a “Sportradar Platform”).
“Sportradar Marketing Cloud” shall mean a platform operated by Sportradar providing information and some functionalities related to the Services which may include inventory availability, Campaign Reports, Tracking Code as well as access to the Sportradar DSP and other Sportradar Platforms.
“Taxes” shall mean any tax including but not limited to tax on royalty payments, digital services tax, source tax, VAT, consumer taxes, GST (or any similar tax) levied on the Advertiser in the country where the Advertiser is resident, receives the Services provided hereunder, or provides its services.
“Territory” shall mean any country, state, territory or region (i) listed as Geos or Territory in the IO; (ii) in which Sportradar delivers the Ads as agreed by the Parties in writing (e-mail sufficient); and/or (iii) targeted by Advertiser through Sportradar DSP.
“Tracking Code” shall mean tags, pixels, SDKs, javascripts or any other similar tracking technology.
“Publisher Product” shall mean a HTML/JavaScript-based application displaying sports content.
“Publisher Product Campaign” shall mean a Campaign agreed under a Publisher Product IO or the Publisher Product section of an IO.
“Publisher Product Inventory” shall mean media space available for advertisement purposes in Publisher Products displayed in Properties.
ANNEX 2 – PRODUCT-SPECIFIC PROVISIONS
1. Direct Campaigns
a. This clause 1 shall apply to any Services agreed under a Direct Campaign IO:
i. Sportradar shall use its commercially reasonable endeavors to deliver Campaigns in the Inventory of Partners as agreed in the Direct Campaign IO.
ii. Advertiser represents, warrants and undertakes that it shall comply at all times with any third party policies or guidelines shared by Sportradar in writing (e-mail sufficient), including the guidelines and policies of the publishers listed in the Direct Campaign IO.
2. Programmatic Managed Service
a. This Clause 2 shall apply to any Programmatic Managed Campaign:
i. Sportradar shall use its commercially reasonable efforts to deliver Programmatic Managed Campaigns with the Sportradar DSP following the Campaign specifications agreed between the Parties in the IO.
ii. Advertiser acknowledges that Sportradar shall not be liable to Advertiser or any of its clients or affiliates should any Programmatic Managed Campaign fail to meet any Key Performance Indicator.
iii. Compensation US:
1. Compensation payable during each month of the Campaign Term in Programmatic Managed Campaigns that target the US (or any State therein) shall:
a. be agreed by the Parties in writing (e-mail sufficient);
b. do not exceed the Total Cost stated in the IO during the Campaign Term.
iv. Compensation (non-US):
1. Compensation in Programmatic Managed Campaigns that do not target the US (or any State therein) shall mean the result of adding Programmatic Media Spend and Managed Service Fee. Programmatic Media Spend shall include:
a. the costs of the inventory bought by Sportradar (including related costs such as SSP fees) in connection with a Programmatic Managed Campaign; and
b. Platform Usage Fee.
2. Any Fixed Managed Service Fee agreed in the IO is subject to Compensation being equal or higher to Minimum Budget. If Compensation is lower than Minimum Budget, Sportradar will invoice, and Advertiser shall pay within ten (10) days of the date of any such invoice, the difference between Fixed Managed Service Fee and Tiered Margins Managed Service Fee.
v. Advertiser represents, warrants and undertakes that it shall comply at all times with:
1. BIDSWITCH’s online technical specifications and sell-side policies relating to the use of the BIDSWITCH Platform, available at www.BIDSWITCH.com/bidswitch-policy
2. Taboola’s advertising policies (available at: www.taboola.com/advertising-policies) where it instructs Sportradar to deliver Campaigns through Taboola.
3. Any other third party policies shared by Sportradar in writing (e-mail sufficient) from time to time.
3. Programmatic Self-Service
a. This Clause 3 shall apply to any Programmatic Self-Service Campaign:
i. Subject to any other provision of this Agreement, Sportradar shall share Platform Credentials allowing Advertiser to access and use the Sportradar DSP during the Campaign Term to execute programmatic Campaigns and autonomously set its parameters including their duration, geo-targeting and Programmatic Media Spend.
ii. Programmatic Media Spend shall mean the costs of the inventory bought by Sportradar (including related costs such as SSP fees) in connection with a Programmatic Self-Service Campaign.
iii. Advertiser shall be responsible for any activity performed with the Platform Credentials, including, but not limited to, any Campaign set or executed through the Platform Credentials.
iv. Compensation:
1. Compensation shall mean the result of adding Programmatic Media Spend and Self-Service Fee.
2. Programmatic Media Spend shall include: the costs of the inventory bought by Sportradar (including related costs such as SSP fees) in connection with a Programmatic Self-Service Campaign;
3. Any Fixed Self-Service Fee agreed in the IO is subject to Compensation being equal or higher to Minimum Budget. If Compensation is lower than Minimum Budget, Sportradar will invoice, and Advertiser shall pay within ten (10) days of the date of any such invoice, the difference between Fixed Self-Service Service Fee and Tiered Managed Self-Service Service Fee.
v. If scheduled maintenance of the Sportradar Platforms is required, Sportradar will make reasonable efforts to i) give advance notice and ii) schedule the maintenance outside working hours in Austria.
vi. Advertiser is entitled to receive an introduction to the Sportradar Platforms free of charge within the first thirty (30) days of the Term, for a maximum of an accumulated eight (8) working hours.
vii. Advertiser acknowledges that Sportradar may set limits on the parameters that Advertiser can use to set and execute Programmatic Self-Service Campaigns. In particular (but not exclusively), Sportradar may restrict the targeting geo-locations available in the Sportradar DSP and set maximum limits to Programmatic Media Spend.
viii. Advertiser acknowledges that Sportradar may deny access to Platform Account after Campaign Term;
ix. Advertiser represents, warrants and undertakes that it shall comply at all times with:
1. BIDSWITCH’s online technical specifications and sell side policies relating to the use of the BIDSWITCH Platform, available at www.BIDSWITCH.com/bidswitch-policy
2. Taboola’s advertising policies (available at: www.taboola.com/advertising-policies) if Advertiser uses the Sportradar DSP to deliver Campaigns through Taboola.
3. Any other third party policies shared by Sportradar in writing (e-mail sufficient) from time to time.
4. Dynamic Displays
a. This Clause 4 shall apply in respect of any Campaign in which the Parties have agreed in writing to use Dynamic Displays.
b. Sportradar will use Dynamic Displays – or allow Advertiser to use Dynamic Displays (as laid down in the IO) – in order to create Dynamic Creatives with Advertiser Data. Sportradar may also use data or content that is not Advertiser Data to create Dynamic Creatives where agreed between the Parties in writing (e-mail sufficient) or under Sportradar’s reasonable discretion in the absence of any such agreement.
i. Sportradar will use Dynamic Creatives in connection with Campaigns as agreed between the Parties in writing (or under Sportradar’s reasonable discretion in the absence of any such agreement).
ii. Advertiser acknowledges that the creation of Dynamic Creatives requires Advertiser Data. Therefore, Advertiser shall implement Tracking Code, and share Advertiser Data, as agreed by the Parties in writing (or as reasonably indicated by Sportradar in the absence of any such agreement).
iii. Advertiser explicitly acknowledges that it has secured all rights (including trademarks or other intellectual property rights) for Sportradar to use, in compliance with this Agreement, any content (including Advertiser Data). Advertiser shall notify Sportradar in writing about any restriction over any such content or data.
c. Advertiser acknowledges that Sportradar shall not be liable to Advertiser or any of its clients or affiliates should any Dynamic Display Campaign fail to meet any Key Performance Indicator.
d. In case of a Campaign managed by Sportradar (as agreed in the IO), Advertiser acknowledges that any action made by Sportradar in relation to the provision of the Service is made on behalf of and following instructions of the Advertiser, being the Advertiser solely responsible for such actions.
e. Advertiser shall be responsible for any activity performed with the Platform Credentials, including, but not limited to any Campaign set or executed through the Platform Credentials.
5. Paid Social
a. This Clause 5 shall apply in respect of any Paid Social Campaign or any Campaign in which the Parties have agreed in writing to use Paid Social, whether under a Full Service or Lite model.
b. Paid Social Campaign refers to Campaigns run on a Social Media Platform including, but not limited to Facebook and Instagram. Subject to availability, the Parties shall agree in writing which Social Media Platform shall be part of the Paid Social Campaign.
c. Advertiser shall perform necessary actions or provide Sportradar with all required information and documentation (e.g., gambling licenses and technical information) so that Sportradar can carry out its obligations pursuant to this Agreement. In particular, the Advertiser shall perform or provide all assistance necessary to, where applicable, allow the onboarding of Advertiser on the Social Media Platform and/or to allow the provision of the Services as agreed in the IO.
d. Sportradar shall not be held responsible or liable for any Social Media Platform action, including but not limited to delays, mistakes in the delivery of Ads, rejected registration, Ads rejection or Ads removal, and Campaign Reports issued by the Social Media Platform.
e. In case access to Sportradar’s social media credit line is shared with Advertiser, Advertiser acknowledges and agrees that such use will be limited to the purposes and amount limit agreed under this Agreement. Advertiser shall be responsible and liable for any undue use and/or spend of such credit line and shall immediately reimburse Sportradar for any undue spend, as well as any losses and/or damages arising from undue spend and/or use of the credit line. Sportradar is entitled, at any time and at its own discretion, to withdraw the Advertiser’s access to the credit line.
f. Subject to Advertiser complying with the terms of this Agreement, Sportradar may use Dynamic Ads in order to create Dynamic Creatives where agreed between the Parties in writing (e-mail sufficient) or under Sportradar’s reasonable discretion in the absence of such agreement.
i. Sportradar will use Dynamic Creatives in connection with Campaigns as agreed between the Parties in writing (e-mail sufficient) or under Sportradar’s reasonable discretion in the absence of such agreement.
ii. Advertiser acknowledges that the creation of Dynamic Creatives requires Advertiser Data. Therefore, Advertiser shall implement Tracking Code and share Advertiser Data, as agreed by the Parties in writing (e-mail sufficient) or as reasonably indicated by Sportradar in the absence of such agreement.
iii. Advertiser explicitly acknowledges that it has secured all rights (including trademarks or other intellectual property rights) for Sportradar to use, in compliance with this Agreement, any content (including Advertiser Data). Advertiser shall notify Sportradar in writing about any restriction over any such content or data.
g. Without prejudice to the warranties established in this IOGTC, Advertiser represents, warrants and undertakes that it shall comply at all times with any Social Media Platform guidelines and policies, including but not limited to those related to gaming activities. For the sake of clarity, it is the Advertiser’s sole responsibility to follow applicable law and regulations and the Social Media Platforms policies and guidelines of each territory in which the Service is being provided, including but not limited to securing rights, licenses, permits, and complying with advertisement restrictions, and Advertiser shall, as its own expense, indemnify, settle, defend and hold harmless Sportradar or a partner from and against any and all losses, demands, damages, fines, costs, expenses (including attorney fees and costs) and liabilities suffered on incurred by Sportradar or a partner arising from the breach of the Social Media Platform guidelines and policies or in connection with the provision of the Paid Social Services. Advertiser acknowledges that Sportradar shall not be liable to Advertiser or any of its clients or affiliates should any Paid Social Campaign fail to meet any Key Performance Indicator.
h. In case of Paid Social Campaign under Full Service model:
i. Sportradar shall use its commercially reasonable efforts to deliver Paid Social Campaigns and the Full Service Services following the Campaign specifications agreed between the Parties in the IO.
ii. Any action under managed Paid Social Campaign is made on behalf of and following instructions of the Advertiser, being the Advertiser solely responsible for such actions.
i. In case of Paid Social Campaign under Lite model:
i. Subject to any other provision of this Agreement, Sportradar shall share Platform Credentials allowing Advertiser to access and use the Sportradar Platform during the Campaign Term to execute the Paid Social Campaign and autonomously set its parameters including but not limited to buying inventory, their duration, geo-targeting, age-gating, and restriction access.
ii. Advertiser shall be responsible for any activity performed with the Platform Credentials, including, but not limited to any Campaign set or executed through the Platform Credentials.
j. Compensation:
i. Compensation shall mean the result of adding Paid Social Media Spend and the Service Fee.
ii. Paid Social Media Spend shall mean the costs of the inventory bought by Sportradar or by the Advertiser in connection with a Paid Social Campaign.
6. Publisher Products
a. This Clause 6 shall apply to any Services agreed under any Publisher Product Campaign.
i. Sportradar will use its commercially reasonable efforts to deliver Campaigns in Publisher Product Inventory following the Campaign specifications agreed by the Parties in writing (e-mail sufficient)
ii. Advertiser shall not perform any act, or include any content in the Ad or related landing page, that misrepresents any association between Advertiser and any third party which content is included in the Publisher Product, Sportradar or any Partner involved in the delivery of the Ads.
iii. In relation to any Official League Data Publisher Product licensed through this Agreement, Advertiser represents, warrants, and covenants that it shall have, and maintain during the 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 Advertiser under this Agreement or via standalone writing, Advertiser shall promptly provide evidence of its compliance with this clause on Sportradar’s request. Advertiser agrees to promptly inform Sportradar in writing of any changes to its maintenance of any required necessary rights, licences, consents, permissions, and business permits.
iv. In relation to any Official League Data Publisher Product, Advertiser shall comply at all times with the Official Media Data Addendum, available at: https://developer.sportradar.com/Official_Media_Data_Addendum
v. Upon written authorization of Advertiser (e-mail sufficient), Sportradar may allow Publishers displaying Publisher Products to customise the Ads. Advertiser acknowledges that Sportradar is not responsible for the actions of Publishers in that regard.
