Appendix GTC
General Terms and Conditions Betting Data (version:27 March 2023)
1 Subject Matter of the Services Agreement
1.1 The sporting leagues, events, and tournaments covered by Sportradar (hereinafter referred to as the “Content”) are defined in the Sportradar coverage document, which shall form part of this Agreement, as amended from time to time, and available at (for betting data): https://betradar.com/wp-content/uploads/sites/4/2014/10/Betradar_Coverage.pdf and/or (for media data): https://sportradar.com/wp-content/uploads/sites/5/2014/12/Sportradar_Coverage.pdf. Sportradar reserves the right to modify and amend the coverage documents at any time at Sportradar’s sole discretion, save that Sportradar will not make substantial or fundamental changes to the coverage.
1.2 Sportradar Services are provided through networks and transmission routes of third parties. Sportradar therefore cannot be held responsible for the uninterrupted availability and correctness of the transferred data and information, especially for delivery of data and information in real time.
1.3 Sportradar does not deliver risk management for provided odds suggestions and does not admit or accept any claims or rights of recourse, which the Customer hereby waives. Sportradar recommends using the delivered data only after automated or manual supervision and assessment by the Customer. The Sportradar data is open to interpretation, and the use of the data is no substitute for the independent use of judgement or knowledge of the relevant markets.
2 Rights and Obligations of Sportradar
2.1 Sportradar represents and warrants that it shall provide the Services to the Customer with due skill and care. Sportradar shall provide all information and notices as the Customer may reasonably require in relation to the provision of Services as soon as reasonably practicable.
2.2 Sportradar is constantly updating its Services to meet the needs of its customers and the industry. In case a certain Service is technologically out of date, the respective Service will be replaced by a newer version of this Service (hereinafter referred to as “End of Life”). The End of Life of a certain Service shall be announced to the Customer in due time in advance
3 Obligations of the Customer
3.1 The Customer is solely responsible to obtain all necessary licences or permits in the relevant jurisdictions to lawfully organize its services and offer products based on the Services. The Customer shall not organize its services or offer products based on the Services in those jurisdictions in which it does not possess the necessary licenses or permits. For the avoidance of doubt, Sportradar is only a service provider, and is not an operator organizing or offering betting services or games of chance to users in any jurisdiction. The Customer represents and warrants that the organization of services and the offering of the products based on the Services to users will be provided in accordance with all applicable laws and regulations.
3.2 If the Customer itself modifies the delivered Service, Content, information, data, layout, design, or logo, the Customer shall be solely responsible for the modification(s) and any consequences. The Customer shall indemnify, defend and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses as a result of the Customer’s modifications.
3.3 The Customer shall not be entitled to resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Content and/or Services provided hereunder by Sportradar to the Customer’s Affiliates and/or to any other third party including without limitation any Competitor of Sportradar unless expressly agreed between the Parties in writing. Affiliate shall mean (i) any 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 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 business entity directly or indirectly controlling or under control of a corporation or business entity as described in (i) or (ii) (hereinafter referred to as “Affiliate(s)”).
3.4 The Customer shall be liable towards Sportradar for its third party service providers, and shall ensure that all of Customer’s third party service providers (e.g. betting software companies) having access to the Services do not use or resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates and/or any third party for which obligations the Customer is and shall at all time remain responsible. Sportradar recommends, the Customer to inform the relevant third party service providers that Sportradar expressly reserves the right to bring legal action against anyone who uses, resells, sub-contracts or otherwise provides fragments and/or ensemble of the Services without Sportradar’s explicit permission. If the Customer’s third party service provider uses or does resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates or any other third party, Sportradar is entitled in particular to claim damages and to suspend or cease supplying Services to the Customer with immediate effect.
3.5 In case the majority of the voting stock or voting equity interest in the Customer is sold or the Customer is going to be taken over in any other direct or indirect way, the Customer is obligated to notify Sportradar without undue delay about such event and if Sportradar has reasonable objections to the takeover, Sportradar is entitled to terminate this Services Agreement with immediate effect within the next 4 (four) weeks after notification of such event by the Customer to Sportradar.
4 Violation(s) of Obligations of the Customer
In the event the Customer violates any of its obligations under § 2 Scope of Usage of section II “Service Offer” of the main body of the Services Agreement and/or of section 3.3 and/or 3.4 of these GTC (hereinafter referred to as “Violation(s)”), the Customer undertakes to pay to Sportradar any and all sums obtained as a result of the Violation(s) and a penalty amounting to the sextuple monthly amount mentioned in § 3 (1) of section II “Service Offer” of the main body of the Services Agreement for each month during which the Violation(s) occur. The payment of the penalty does not release the Customer from observing its contractual obligations and Sportradar is entitled to claim damages in excess of the penalty. In addition, the aforementioned penalty shall become due and payable irrespective of the occurrence of an actual damage and shall be without prejudice to any other remedies that may be available to Sportradar under the applicable law. Furthermore, in the event of any Violation(s), Sportradar is entitled to suspend or cease supplying Services to the Customer with immediate effect and/or to terminate this Services Agreement and any other contracts between the Parties with immediate effect.
5 Remuneration
5.1 The Prices due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, digital services tax, source tax etc., levied on the Customer in the country where the Customer is resident, receives the Services or provides its services. The Customer shall hold Sportradar harmless from and indemnify Sportradar against any of the Customer’s own tax liabilities as a result of the Services provided under this Agreement. Upon reasonable request, Customer undertakes to provide Sportradar with information and evidence about the actual fulfilment of this tax obligations as a result of the Services under this Agreement.
5.2 Sportradar reserves the right to adjust all fees and prices on an annual basis in January equal to the greater of the twelve (12) month average of the Consumer Price Index of all European Union Member States as published by Eurostat (https://ec.europa.eu/eurostat/web/hicp/data/database, Euro area index 2015=100) or five percent (5%).
5.3 The Customer notes that 10 hours setup work is included. For additional setup work an hourly fee of EUR 120, plus value added tax (VAT), will apply.
5.4 In case the Customer has purchased Services named “Single Match Booking” that enables the Customer to book individual matches on demand, Customer is aware that such matches are not included in the Prices. The online booking and purchase of such matches will be invoiced separately and will be payable in arrears according to the actual price list of Sportradar.
5.5 Payments shall be made to the following bank account:
Account holder: Sportradar AG, Feldlistrasse 2, CH-9000 St. Gallen, Switzerland
Company registration number: CH-320.3.062.151-0 / UID: CHE-113.910.142
Bank: UBS Switzerland AG, P.O. Box, CH-9001 St. Gallen, Switzerland
Currency: EUR
Account number: 0217-457028.60 T
IBAN: CH63 0021 7217 4570 2860 T
BIC/SWIFT: UBSWCHZH80A
For other currencies:
Currency: USD
Account number: 0217-457028.61 Z
IBAN: CH14 0021 7217 4570 2861 Z
BIC/SWIFT: UBSWCHZH80A
Currency: GBP
Account number: 0217-457028.64 Y
IBAN: CH89 0021 7217 4570 2864 Y
BIC/SWIFT: UBSWCHZH80A
Currency: CHF
Account number: 0217-457028.01 D
IBAN: CH36 0021 7217 4570 2801 D
BIC/SWIFT: UBSWCHZH80A
5.6 Each Party warrant that all payments made in relation to this Agreement will be made directly from either (a) such Party, or (b) a wholly owned subsidiary of such Party to the other Party or such other Party’s wholly owned subsidiary.
5.7 The Customer shall be solely responsible to pay at its own expense all taxes (including without limitation VAT, consumer taxes, excise taxes, or any similar taxes) that might be payable in the Customer’s jurisdiction as a result of the Services hereunder. For VAT/ GST purposes, the Customer confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes and that the place of delivery and utilization of the Services provided by Sportradar is the contractual / billing address. If any sums to be paid by the Customer to Sportradar under this Services Agreement are not paid when due, then in addition to its other rights, Sportradar may:
(a) charge interest at the rate of five per cent (5%) per annum on the overdue amount, from the date the sum fell due until it is paid in full;
(b) recover from the Customer reasonable legal costs (including attorney fees and internal costs) incurred for recovering the overdue amount; and/or
(c) suspend or cease supplying Services to the Customer or suspend any other contract between them.
If, due to non-payment, Sportradar must suspend the Services, the Customer is still liable for the Prices for the remainder of the Term.
5.8 The use of the Services in the United States of America, Canada, China, Japan, Korea, India, Brazil and/or all states where sports betting is not allowed at the time of the conclusion of this Services Agreement (the “Excluded Territories”) is not permitted and is explicitly not covered by the Prices. Should any relevant changes to the law occur in the Excluded Territories during the term of this Services Agreement or should the Customer wish to use and offer the data provided by Sportradar in any of the Excluded Territories, the Parties may discuss a reasonable increase of the Prices that reflects the usage of the Services in the Excluded Territories.
6 Term and Termination
6.1 Either Party may terminate this Services Agreement upon written notice at any time during the term of this Services Agreement for good cause with immediate effect, on account of which the terminating Party cannot in good faith be expected to continue this Services Agreement. Good causes are, in particular
(a) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Services Agreement (for clarification only: any breach of provisions under § 6 Compliance of the Agreement shall be considered a material breach); or
(b) if a material breach capable of rectification is committed and upon written notice to the offending Party of the material breach, said breach is not 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.
6.2 Upon termination or expiration of this Services Agreement for any reason, Customer shall cease all use of Services and provide to Sportradar all copies of Services and/or databases in its possession or destroy all Services, products, solutions, content, and/or data in its possession that have been derived from the Services.
7 Intellectual Property Rights, Warranty and Liability
7.1 Save as explicitly provided herein, nothing in this Services Agreement or in the business relationship between the Parties shall constitute or be construed as the transfer or grant to the Customer of any property right, software, or any other right or interest in any information, data or work product made available by Sportradar to the Customer in the course of the business relationship or in any trademarks or other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates. The Customer 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.
7.2 In the event that a Party becomes aware of the potential infringement of the trademarks or other intellectual property owned by the other Party or any of its subsidiaries, the Parties agree to promptly notify and render all reasonable assistance in connection with any action taken by the Party affected by the infringement. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of the Party that owns the intellectual property.
7.3 Sportradar does not make or give, nor has any agent, subcontractor or auxiliary of Sportradar the authority to make or give (either expressly or implied), any representation, warranty or undertaking as to, and neither Sportradar nor its Affiliates accept any liability in respect of, the accuracy, completeness, availability, reliability, timeliness, or quality of the Sportradar data, Services or Content or their correspondence with description or as to their fitness for a particular purpose, merchantability, or as to the title and non-infringement of third party rights. This exclusion of liability shall be valid to the fullest extent permitted by law.
7.4 To the fullest extent permitted by law, and except in any case(s) in violation of §2 Scope of Use of the main Services 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 other Party for any direct damages or loss or any loss of profit as well as loss of turnover, data, business or goodwill or for any indirect or consequential damages or loss or special damages arising in connection with the Sportradar products, data, Services, Content and solutions (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise) even if the Party has been notified of the possibility of such damage or loss, including (but not limited to):
(a) any loss or damage incurred 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 Services Agreement; or
(b) any loss or damage resulting from claims brought by any client of the Customer.
7.5 The Customer acknowledges that prior to the date of this Services Agreement the Customer has satisfied itself during the trial period that the Sportradar products, data, Services Content and solutions are suitable for the Customer’s purposes. Any warranties and representations (whether implicit, explicit, by statute, common law or otherwise) by Sportradar are hereby excluded to the fullest extent permitted by law.
8 Confidentiality
8.1 Each Party acknowledges that by reason of its relationship to the other Party under this Services Agreement it may have access to certain information and materials concerning the other Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential and of substantial value to such Party (referred to in this Section as “Confidential Information“).
8.2 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 standards due diligence and prudence to protect Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise agreed herein.
8.3 Obligations of the Agreement shall be fulfilled by Sportradar AG or one of its Affiliates. Therefore, Affiliates and subcontractors as well as auxiliaries of Sportradar that are required for the performance of the Agreement are not considered third parties under this section 8.
8.4 The Parties agree to use the Confidential Information only for the purposes of the Agreement.
8.5 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 resulting 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 Services Agreement.
8.6 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 Services Agreement take the necessary precautions to safeguard and preserve the secrecy and the confidentiality of the Confidential Information.
8.7 On request at the termination of this Services Agreement, the recipient shall return or destroy the Confidential Information to the disclosing Party, as well as any copies made.
8.8 In any event, the commitment to confidentiality shall remain beyond the term of the present Services Agreement for a period of five years.
9 Final Provisions
9.1 The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing via a signed amendment.
9.2 Sportradar may 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.
9.3 Neither Party may assign to any third Party, transfer nor otherwise dispose of this Services 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 upon a 30 (thirty) day written notice to the Customer. Any purported or attempted assignment in violation of this paragraph shall be null and void.
9.4 If any term of the Services Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Services Agreement. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Services Agreement. The same applies in case of any gap and as regards the interpretation hereof.
9.5 Nothing in this Services 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).
9.6 To the extent Sportradar’s obligations under this Agreement are dependent on the actions of a third party or entering into an agreement with such third party, Sportradar will use commercially reasonable efforts to obtain such action or enter into such agreement on reasonable terms. If Sportradar is unable to obtain such action or maintain such agreement after complying with the foregoing, Sportradar shall have the right to terminate the Agreement. Without limitation to any other fee adjustment provision in this Agreement, if any such third party increases its fees to Sportradar during the term of this Agreement, Sportradar reserves the right to increase fees to Customer upon thirty (30) days’ notice.
Appendix GTC
General Terms and Conditions Betting Data (version:19 October 2022)
1 Subject Matter of the Services Agreement
1.1 The sporting leagues, events, and tournaments covered by Sportradar (hereinafter referred to as the “Content”) are defined in the Sportradar coverage document, which shall form part of this Agreement, as amended from time to time, and available at (for betting data): https://betradar.com/wp-content/uploads/sites/4/2014/10/Betradar_Coverage.pdf and/or (for media data): https://sportradar.com/wp-content/uploads/sites/5/2014/12/Sportradar_Coverage.pdf. Sportradar reserves the right to modify and amend the coverage documents at any time at Sportradar’s sole discretion, save that Sportradar will not make substantial or fundamental changes to the coverage.
1.2 Sportradar Services are provided through networks and transmission routes of third parties. Sportradar therefore cannot be held responsible for the uninterrupted availability and correctness of the transferred data and information, especially for delivery of data and information in real time.
1.3 Sportradar does not deliver risk management for provided odds suggestions and does not admit or accept any claims or rights of recourse, which the Customer hereby waives. Sportradar recommends using the delivered data only after automated or manual supervision and assessment by the Customer. The Sportradar data is open to interpretation, and the use of the data is no substitute for the independent use of judgement or knowledge of the relevant markets.
2 Rights and Obligations of Sportradar
2.1 Sportradar represents and warrants that it shall provide the Services to the Customer with due skill and care. Sportradar shall provide all information and notices as the Customer may reasonably require in relation to the provision of Services as soon as reasonably practicable.
2.2 Sportradar is constantly updating its Services to meet the needs of its customers and the industry. In case a certain Service is technologically out of date, the respective Service will be replaced by a newer version of this Service (hereinafter referred to as “End of Life”). The End of Life of a certain Service shall be announced to the Customer in due time in advance
3 Obligations of the Customer
3.1 The Customer is solely responsible to obtain all necessary licences or permits in the relevant jurisdictions to lawfully organize its services and offer products based on the Services. The Customer shall not organize its services or offer products based on the Services in those jurisdictions in which it does not possess the necessary licenses or permits. For the avoidance of doubt, Sportradar is only a service provider, and is not an operator organizing or offering betting services or games of chance to users in any jurisdiction. The Customer represents and warrants that the organization of services and the offering of the products based on the Services to users will be provided in accordance with all applicable laws and regulations.
3.2 If the Customer itself modifies the delivered Service, Content, information, data, layout, design, or logo, the Customer shall be solely responsible for the modification(s) and any consequences. The Customer shall indemnify, defend and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses as a result of the Customer’s modifications.
3.3 The Customer shall not be entitled to resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Content and/or Services provided hereunder by Sportradar to the Customer’s Affiliates and/or to any other third party including without limitation any Competitor of Sportradar unless expressly agreed between the Parties in writing. Affiliate shall mean (i) any 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 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 business entity directly or indirectly controlling or under control of a corporation or business entity as described in (i) or (ii) (hereinafter referred to as “Affiliate(s)”).
3.4 The Customer shall be liable towards Sportradar for its third party service providers, and shall ensure that all of Customer’s third party service providers (e.g. betting software companies) having access to the Services do not use or resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates and/or any third party for which obligations the Customer is and shall at all time remain responsible. Sportradar recommends, the Customer to inform the relevant third party service providers that Sportradar expressly reserves the right to bring legal action against anyone who uses, resells, sub-contracts or otherwise provides fragments and/or ensemble of the Services without Sportradar’s explicit permission. If the Customer’s third party service provider uses or does resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates or any other third party, Sportradar is entitled in particular to claim damages and to suspend or cease supplying Services to the Customer with immediate effect.
3.5 In case the majority of the voting stock or voting equity interest in the Customer is sold or the Customer is going to be taken over in any other direct or indirect way, the Customer is obligated to notify Sportradar without undue delay about such event and if Sportradar has reasonable objections to the takeover, Sportradar is entitled to terminate this Services Agreement with immediate effect within the next 4 (four) weeks after notification of such event by the Customer to Sportradar.
4 Remuneration
4.1 The Prices due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, digital services tax, source tax etc., levied on the Customer in the country where the Customer is resident, receives the Services or provides its services. The Customer shall hold Sportradar harmless from and indemnify Sportradar against any of the Customer’s own tax liabilities as a result of the Services provided under this Agreement. Upon reasonable request, Customer undertakes to provide Sportradar with information and evidence about the actual fulfilment of this tax obligations as a result of the Services under this Agreement.
4.2 Sportradar reserves the right to adjust all fees and prices on an annual basis in January equal to the greater of the twelve (12) month average of the Consumer Price Index of all European Union Member States as published by Eurostat (https://ec.europa.eu/eurostat/web/hicp/data/database, Euro area index 2015=100) or five percent (5%).
4.3 Notwithstanding the foregoing, Customer hereby acknowledges and agrees that the Prices agreed and applicable to any Service designated as “official” herein or in any of the accompanying documentation (including the Live Booking Calendar, the Betradar Surcharge Overview available on betradar.com, and/or the Coverage Document) are valid on a season-by-season basis for the applicable sport; and Sportradar reserves the right to reasonably adjust the Prices for such “official” Service(s) no later than thirty (30) days before the start of each season during the Term, such adjustment to be confirmed in writing and agreed by Customer therein.
4.4 The Customer notes that 10 hours setup work is included. For additional setup work an hourly fee of EUR 120, plus value added tax (VAT), will apply.
4.5 In case the Customer has purchased Services named “Single Match Booking” that enables the Customer to book individual matches on demand, Customer is aware that such matches are not included in the Prices. The online booking and purchase of such matches will be invoiced separately and will be payable in arrears according to the actual price list of Sportradar.
4.6 Payments shall be made to the following bank account:
Account holder: Sportradar AG, Feldlistrasse 2, CH-9000 St. Gallen, Switzerland
Company registration number: CH-320.3.062.151-0 / UID: CHE-113.910.142
Bank: UBS Deutschland AG, Bockenheimer Landstraße 2-4, 60306 Frankfurt am Main
IBAN: DE38 5022 0085 1045 0700 18
BIC: SMHBDEFFXXX
4.7 Each Party warrant that all payments made in relation to this Agreement will be made directly from either (a) such Party, or (b) a wholly owned subsidiary of such Party to the other Party or such other Party’s wholly owned subsidiary.
4.8 The Customer shall be solely responsible to pay at its own expense all taxes (including without limitation VAT, consumer taxes, excise taxes, or any similar taxes) that might be payable in the Customer’s jurisdiction as a result of the Services hereunder. For VAT/ GST purposes, the Customer confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes. If any sums to be paid by the Customer to Sportradar under this Services Agreement are not paid when due, then in addition to its other rights, Sportradar may:
(a) charge interest at the rate of five per cent (5%) per annum on the overdue amount, from the date the sum fell due until it is paid in full;
(b) recover from the Customer reasonable legal costs (including attorney fees and internal costs) incurred for recovering the overdue amount; and/or
(c) suspend or cease supplying Services to the Customer or suspend any other contract between them.
If, due to non-payment, Sportradar must suspend the Services, the Customer is still liable for the Prices for the remainder of the Term.
4.9 The use of the Services in the United States of America, Canada, China, Japan, Korea, India, Brazil and/or all states where sports betting is not allowed at the time of the conclusion of this Services Agreement (the “Excluded Territories”) is not permitted and is explicitly not covered by the Prices. Should any relevant changes to the law occur in the Excluded Territories during the term of this Services Agreement or should the Customer wish to use and offer the data provided by Sportradar in any of the Excluded Territories, the Parties may discuss a reasonable increase of the Prices that reflects the usage of the Services in the Excluded Territories.
5 Term and Termination
5.1 Either Party may terminate this Services Agreement upon written notice at any time during the term of this Services Agreement for good cause with immediate effect, on account of which the terminating Party cannot in good faith be expected to continue this Services Agreement. Good causes are, in particular
(a) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Services Agreement; or
(b) if a material breach capable of rectification is committed and upon written notice to the offending Party of the material breach, said breach is not 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.
5.2 Upon termination or expiration of this Services Agreement for any reason, Customer shall cease all use of Services and provide to Sportradar all copies of Services and/or databases in its possession or destroy all Services, products, solutions, content, and/or data in its possession that have been derived from the Services.
6 Intellectual Property Rights, Warranty and Liability
6.1 Save as explicitly provided herein, nothing in this Services Agreement or in the business relationship between the Parties shall constitute or be construed as the transfer or grant to the Customer of any property right, software, or any other right or interest in any information, data or work product made available by Sportradar to the Customer in the course of the business relationship or in any trademarks or other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates. The Customer 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 In the event that a Party becomes aware of the potential infringement of the trademarks or other intellectual property owned by the other Party or any of its subsidiaries, the Parties agree to promptly notify and render all reasonable assistance in connection with any action taken by the Party affected by the infringement. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of the Party that owns the intellectual property.
6.3 Sportradar does not make or give, nor has any agent, subcontractor or auxiliary of Sportradar the authority to make or give (either expressly or implied), any representation, warranty or undertaking as to, and neither Sportradar nor its Affiliates accept any liability in respect of, the accuracy, completeness, availability, reliability, timeliness, or quality of the Sportradar data, Services or Content or their correspondence with description or as to their fitness for a particular purpose, merchantability, or as to the title and non-infringement of third party rights. This exclusion of liability shall be valid to the fullest extent permitted by law.
6.4 To the fullest extent permitted by law, and except in any case(s) in violation of §2 Scope of Use of the main Services 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 other Party for any direct damages or loss or any loss of profit as well as loss of turnover, data, business or goodwill or for any indirect or consequential damages or loss or special damages arising in connection with the Sportradar products, data, Services, Content and solutions (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise) even if the Party has been notified of the possibility of such damage or loss, including (but not limited to):
(a) any loss or damage incurred 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 Services Agreement; or
(b) any loss or damage resulting from claims brought by any client of the Customer.
6.5 The Customer acknowledges that prior to the date of this Services Agreement the Customer has satisfied itself during the trial period that the Sportradar products, data, Services Content and solutions are suitable for the Customer’s purposes. Any warranties and representations (whether implicit, explicit, by statute, common law or otherwise) by Sportradar are hereby excluded to the fullest extent permitted by law.
7 Confidentiality
7.1 Each Party acknowledges that by reason of its relationship to the other Party under this Services Agreement it may have access to certain information and materials concerning the other Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential and of substantial value to such Party (referred to in this Section as “Confidential Information“).
7.2 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 standards due diligence and prudence to protect Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise agreed herein.
7.3 Obligations of the Agreement shall be fulfilled by Sportradar AG or one of its Affiliates. Therefore, Affiliates and subcontractors as well as auxiliaries of Sportradar that are required for the performance of the Agreement are not considered third parties under this section 7.
7.4 The Parties agree to use the Confidential Information only for the purposes of the Agreement.
7.5 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 resulting 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 Services Agreement.
7.6 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 Services Agreement take the necessary precautions to safeguard and preserve the secrecy and the confidentiality of the Confidential Information.
7.7 On request at the termination of this Services Agreement, the recipient shall return or destroy the Confidential Information to the disclosing Party, as well as any copies made.
7.8 In any event, the commitment to confidentiality shall remain beyond the term of the present Services Agreement for a period of five years.
8 Final Provisions
8.1 The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing via a signed amendment.
8.2 Sportradar may 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.
8.3 Neither Party may assign to any third Party, transfer nor otherwise dispose of this Services 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 upon a 30 (thirty) day written notice to the Customer. Any purported or attempted assignment in violation of this paragraph shall be null and void.
8.4 If any term of the Services Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Services Agreement. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Services Agreement. The same applies in case of any gap and as regards the interpretation hereof.
8.5 Nothing in this Services 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).
Appendix GTC
General Terms and Conditions Betting Data (version:18 May 2022)
1 Subject Matter of the Services Agreement
1.1 The sporting leagues, events, and tournaments covered by Sportradar (hereinafter referred to as the “Content”) are defined in the Sportradar coverage document, which shall form part of this Agreement, as amended from time to time, and available at (for betting data): https://betradar.com/wp-content/uploads/sites/4/2014/10/Betradar_Coverage.pdf and/or (for media data): https://sportradar.com/wp-content/uploads/sites/5/2014/12/Sportradar_Coverage.pdf. Sportradar reserves the right to modify and amend the coverage documents at any time at Sportradar’s sole discretion, save that Sportradar will not make substantial or fundamental changes to the coverage.
1.2 Sportradar Services are provided through networks and transmission routes of third parties. Sportradar therefore cannot be held responsible for the uninterrupted availability and correctness of the transferred data and information, especially for delivery of data and information in real time.
1.3 Sportradar does not deliver risk management for provided odds suggestions and does not admit or accept any claims or rights of recourse, which the Customer hereby waives. Sportradar recommends using the delivered data only after automated or manual supervision and assessment by the Customer. The Sportradar data is open to interpretation, and the use of the data is no substitute for the independent use of judgement or knowledge of the relevant markets.
2 Rights and Obligations of Sportradar
2.1 Sportradar represents and warrants that it shall provide the Services to the Customer with due skill and care. Sportradar shall provide all information and notices as the Customer may reasonably require in relation to the provision of Services as soon as reasonably practicable.
2.2 Sportradar is constantly updating its Services to meet the needs of its customers and the industry. In case a certain Service is technologically out of date, the respective Service will be replaced by a newer version of this Service (hereinafter referred to as “End of Life”). The End of Life of a certain Service shall be announced to the Customer in due time in advance
3 Obligations of the Customer
3.1 The Customer is solely responsible to obtain all necessary licences or permits in the relevant jurisdictions to lawfully organize its services and offer products based on the Services. The Customer shall not organize its services or offer products based on the Services in those jurisdictions in which it does not possess the necessary licenses or permits. For the avoidance of doubt, Sportradar is only a service provider, and is not an operator organizing or offering betting services or games of chance to users in any jurisdiction. The Customer represents and warrants that the organization of services and the offering of the products based on the Services to users will be provided in accordance with all applicable laws and regulations.
3.2 If the Customer itself modifies the delivered Service, Content, information, data, layout, design, or logo, the Customer shall be solely responsible for the modification(s) and any consequences. The Customer shall indemnify, defend and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses as a result of the Customer’s modifications.
3.3 The Customer shall not be entitled to resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Content and/or Services provided hereunder by Sportradar to the Customer’s Affiliates and/or to any other third party including without limitation any Competitor of Sportradar unless expressly agreed between the Parties in writing. Affiliate shall mean (i) any 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 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 business entity directly or indirectly controlling or under control of a corporation or business entity as described in (i) or (ii) (hereinafter referred to as “Affiliate(s)”).
3.4 The Customer shall be liable towards Sportradar for its third party service providers, and shall ensure that all of Customer’s third party service providers (e.g. betting software companies) having access to the Services do not use or resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates and/or any third party for which obligations the Customer is and shall at all time remain responsible. Sportradar recommends, the Customer to inform the relevant third party service providers that Sportradar expressly reserves the right to bring legal action against anyone who uses, resells, sub-contracts or otherwise provides fragments and/or ensemble of the Services without Sportradar’s explicit permission. If the Customer’s third party service provider uses or does resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates or any other third party, Sportradar is entitled in particular to claim damages and to suspend or cease supplying Services to the Customer with immediate effect.
3.5 In case the majority of the voting stock or voting equity interest in the Customer is sold or the Customer is going to be taken over in any other direct or indirect way, the Customer is obligated to notify Sportradar without undue delay about such event and if Sportradar has reasonable objections to the takeover, Sportradar is entitled to terminate this Services Agreement with immediate effect within the next 4 (four) weeks after notification of such event by the Customer to Sportradar.
4 Remuneration
4.1 The Prices due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, digital services tax, source tax etc., levied on the Customer in the country where the Customer is resident, receives the Services or provides its services. The Customer shall hold Sportradar harmless from and indemnify Sportradar against any of the Customer’s own tax liabilities as a result of the Services provided under this Agreement. Upon reasonable request, Customer undertakes to provide Sportradar with information and evidence about the actual fulfilment of this tax obligations as a result of the Services under this Agreement.
4.2 Sportradar reserves the right to adjust all Prices with yearly intervals. The maximal possible yearly adjustment is the 12 (twelve) month average of the Consumer Price Inflation of all European Union Member States as specified in the European Harmonized Index of Consumer Prices (Euro area index 2005=100). The index is compiled and published by Eurostat (http://epp.eurostat.ec.europa.eu).
4.3 Notwithstanding the foregoing, Customer hereby acknowledges and agrees that the Prices agreed and applicable to any Service designated as “official” herein or in any of the accompanying documentation (including the Live Booking Calendar, the Betradar Surcharge Overview available on betradar.com, and/or the Coverage Document) are valid on a season-by-season basis for the applicable sport; and Sportradar reserves the right to reasonably adjust the Prices for such “official” Service(s) no later than thirty (30) days before the start of each season during the Term, such adjustment to be confirmed in writing and agreed by Customer therein.
4.4 The Customer notes that 10 hours setup work is included. For additional setup work an hourly fee of EUR 120, plus value added tax (VAT), will apply.
4.5 In case the Customer has purchased Services named “Single Match Booking” that enables the Customer to book individual matches on demand, Customer is aware that such matches are not included in the Prices. The online booking and purchase of such matches will be invoiced separately and will be payable in arrears according to the actual price list of Sportradar.
4.6 Payments shall be made to the following bank account:
Account holder: Sportradar AG, Feldlistrasse 2, CH-9000 St. Gallen, Switzerland
Company registration number: CH-320.3.062.151-0 / UID: CHE-113.910.142
Bank: UBS Deutschland AG, Bockenheimer Landstraße 2-4, 60306 Frankfurt am Main
IBAN: DE38 5022 0085 1045 0700 18
BIC: SMHBDEFFXXX
4.7 Each Party warrant that all payments made in relation to this Agreement will be made directly from either (a) such Party, or (b) a wholly owned subsidiary of such Party to the other Party or such other Party’s wholly owned subsidiary.
4.8 The Customer shall be solely responsible to pay at its own expense all taxes (including without limitation VAT, consumer taxes, excise taxes, or any similar taxes) that might be payable in the Customer’s jurisdiction as a result of the Services hereunder. For VAT/ GST purposes, the Customer confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes. If any sums to be paid by the Customer to Sportradar under this Services Agreement are not paid when due, then in addition to its other rights, Sportradar may:
(a) charge interest at the rate of five per cent (5%) per annum on the overdue amount, from the date the sum fell due until it is paid in full;
(b) recover from the Customer reasonable legal costs (including attorney fees and internal costs) incurred for recovering the overdue amount; and/or
(c) suspend or cease supplying Services to the Customer or suspend any other contract between them.
If, due to non-payment, Sportradar must suspend the Services, the Customer is still liable for the Prices for the remainder of the Term.
4.9 The use of the Services in the United States of America, Canada, China, Japan, Korea, India, Brazil and/or all states where sports betting is not allowed at the time of the conclusion of this Services Agreement (the “Excluded Territories”) is not permitted and is explicitly not covered by the Prices. Should any relevant changes to the law occur in the Excluded Territories during the term of this Services Agreement or should the Customer wish to use and offer the data provided by Sportradar in any of the Excluded Territories, the Parties may discuss a reasonable increase of the Prices that reflects the usage of the Services in the Excluded Territories.
5 Term and Termination
5.1 Either Party may terminate this Services Agreement upon written notice at any time during the term of this Services Agreement for good cause with immediate effect, on account of which the terminating Party cannot in good faith be expected to continue this Services Agreement. Good causes are, in particular
(a) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Services Agreement; or
(b) if a material breach capable of rectification is committed and upon written notice to the offending Party of the material breach, said breach is not 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.
5.2 Upon termination or expiration of this Services Agreement for any reason, Customer shall cease all use of Services and provide to Sportradar all copies of Services and/or databases in its possession or destroy all Services, products, solutions, content, and/or data in its possession that have been derived from the Services.
6 Intellectual Property Rights, Warranty and Liability
6.1 Save as explicitly provided herein, nothing in this Services Agreement or in the business relationship between the Parties shall constitute or be construed as the transfer or grant to the Customer of any property right, software, or any other right or interest in any information, data or work product made available by Sportradar to the Customer in the course of the business relationship or in any trademarks or other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates. The Customer 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 In the event that a Party becomes aware of the potential infringement of the trademarks or other intellectual property owned by the other Party or any of its subsidiaries, the Parties agree to promptly notify and render all reasonable assistance in connection with any action taken by the Party affected by the infringement. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of the Party that owns the intellectual property.
6.3 Sportradar does not make or give, nor has any agent, subcontractor or auxiliary of Sportradar the authority to make or give (either expressly or implied), any representation, warranty or undertaking as to, and neither Sportradar nor its Affiliates accept any liability in respect of, the accuracy, completeness, availability, reliability, timeliness, or quality of the Sportradar data, Services or Content or their correspondence with description or as to their fitness for a particular purpose, merchantability, or as to the title and non-infringement of third party rights. This exclusion of liability shall be valid to the fullest extent permitted by law.
6.4 To the fullest extent permitted by law, and except in any case(s) in violation of §2 Scope of Use of the main Services 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 other Party for any direct damages or loss or any loss of profit as well as loss of turnover, data, business or goodwill or for any indirect or consequential damages or loss or special damages arising in connection with the Sportradar products, data, Services, Content and solutions (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise) even if the Party has been notified of the possibility of such damage or loss, including (but not limited to):
(a) any loss or damage incurred 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 Services Agreement; or
(b) any loss or damage resulting from claims brought by any client of the Customer.
6.5 The Customer acknowledges that prior to the date of this Services Agreement the Customer has satisfied itself during the trial period that the Sportradar products, data, Services Content and solutions are suitable for the Customer’s purposes. Any warranties and representations (whether implicit, explicit, by statute, common law or otherwise) by Sportradar are hereby excluded to the fullest extent permitted by law.
7 Confidentiality
7.1 Each Party acknowledges that by reason of its relationship to the other Party under this Services Agreement it may have access to certain information and materials concerning the other Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential and of substantial value to such Party (referred to in this Section as “Confidential Information“).
7.2 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 standards due diligence and prudence to protect Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise agreed herein.
7.3 Obligations of the Agreement shall be fulfilled by Sportradar AG or one of its Affiliates. Therefore, Affiliates and subcontractors as well as auxiliaries of Sportradar that are required for the performance of the Agreement are not considered third parties under this section 7.
7.4 The Parties agree to use the Confidential Information only for the purposes of the Agreement.
7.5 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 resulting 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 Services Agreement.
7.6 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 Services Agreement take the necessary precautions to safeguard and preserve the secrecy and the confidentiality of the Confidential Information.
7.7 On request at the termination of this Services Agreement, the recipient shall return or destroy the Confidential Information to the disclosing Party, as well as any copies made.
7.8 In any event, the commitment to confidentiality shall remain beyond the term of the present Services Agreement for a period of five years.
8 Final Provisions
8.1 The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing via a signed amendment.
8.2 Sportradar may 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.
8.3 Neither Party may assign to any third Party, transfer nor otherwise dispose of this Services 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 upon a 30 (thirty) day written notice to the Customer. Any purported or attempted assignment in violation of this paragraph shall be null and void.
8.4 If any term of the Services Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Services Agreement. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Services Agreement. The same applies in case of any gap and as regards the interpretation hereof.
8.5 Nothing in this Services 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).
Appendix GTC
General Terms and Conditions Betting Data (version:07.12.21)
1 Subject Matter of the Services Agreement
1.1 The sporting leagues, events, and tournaments covered by Sportradar (hereinafter referred to as the “Content”) are defined in the Sportradar coverage document, which shall form part of this Agreement, as amended from time to time, and available at https://sportradar.com/wp-content/uploads/sites/5/2014/12/Sportradar_Coverage.pdf. Sportradar reserves the right to modify and amend the coverage document at any time at Sportradar’s sole discretion, save that Sportradar will not make substantial or fundamental changes to the coverage.
1.2 Sportradar Services are provided through networks and transmission routes of third parties. Sportradar therefore cannot be held responsible for the uninterrupted availability and correctness of the transferred data and information, especially for delivery of data and information in real time.
1.3 Sportradar does not deliver risk management for provided odds suggestions and does not admit or accept any claims or rights of recourse, which the Customer hereby waives. Sportradar recommends using the delivered data only after automated or manual supervision and assessment by the Customer. The Sportradar data is open to interpretation, and the use of the data is no substitute for the independent use of judgement or knowledge of the relevant markets.
2 Rights and Obligations of Sportradar
2.1 Sportradar represents and warrants that it shall provide the Services to the Customer with due skill and care. Sportradar shall provide all information and notices as the Customer may reasonably require in relation to the provision of Services as soon as reasonably practicable.
2.2 Sportradar is constantly updating its Services to meet the needs of its customers and the industry. In case a certain Service is technologically out of date, the respective Service will be replaced by a newer version of this Service (hereinafter referred to as “End of Life”). The End of Life of a certain Service shall be announced to the Customer in due time in advance
3 Obligations of the Customer
3.1 The Customer is solely responsible to obtain all necessary licences or permits in the relevant jurisdictions to lawfully organize its services and offer products based on the Services. The Customer shall not organize its services or offer products based on the Services in those jurisdictions in which it does not possess the necessary licenses or permits. For the avoidance of doubt, Sportradar is only a service provider, and is not an operator organizing or offering betting services or games of chance to users in any jurisdiction. The Customer represents and warrants that the organization of services and the offering of the products based on the Services to users will be provided in accordance with all applicable laws and regulations.
3.2 If the Customer itself modifies the delivered Service, Content, information, data, layout, design, or logo, the Customer shall be solely responsible for the modification(s) and any consequences. The Customer shall indemnify, defend and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses as a result of the Customer’s modifications.
3.3 The Customer shall not be entitled to resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Content and/or Services provided hereunder by Sportradar to the Customer’s Affiliates and/or to any other third party including without limitation any Competitor of Sportradar unless expressly agreed between the Parties in writing. Affiliate shall mean (i) any 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 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 business entity directly or indirectly controlling or under control of a corporation or business entity as described in (i) or (ii) (hereinafter referred to as “Affiliate(s)”).
3.4 The Customer shall be liable towards Sportradar for its third party service providers, and shall ensure that all of Customer’s third party service providers (e.g. betting software companies) having access to the Services do not use or resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates and/or any third party for which obligations the Customer is and shall at all time remain responsible. Sportradar recommends, the Customer to inform the relevant third party service providers that Sportradar expressly reserves the right to bring legal action against anyone who uses, resells, sub-contracts or otherwise provides fragments and/or ensemble of the Services without Sportradar’s explicit permission. If the Customer’s third party service provider uses or does resell, sub-contract, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates or any other third party, Sportradar is entitled in particular to claim damages and to suspend or cease supplying Services to the Customer with immediate effect.
3.5 In case the majority of the voting stock or voting equity interest in the Customer is sold or the Customer is going to be taken over in any other direct or indirect way, the Customer is obligated to notify Sportradar without undue delay about such event and if Sportradar has reasonable objections to the takeover, Sportradar is entitled to terminate this Services Agreement with immediate effect within the next 4 (four) weeks after notification of such event by the Customer to Sportradar.
4 Remuneration
4.1 The Prices due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, digital services tax, source tax etc., levied on the Customer in the country where the Customer is resident, receives the Services or provides its services. The Customer shall hold Sportradar harmless from and indemnify Sportradar against any of the Customer’s own tax liabilities as a result of the Services provided under this Agreement. Upon reasonable request, Customer undertakes to provide Sportradar with information and evidence about the actual fulfilment of this tax obligations as a result of the Services under this Agreement.
4.2 Sportradar reserves the right to adjust all Prices with yearly intervals. The maximal possible yearly adjustment is the 12 (twelve) month average of the Consumer Price Inflation of all European Union Member States as specified in the European Harmonized Index of Consumer Prices (Euro area index 2005=100). The index is compiled and published by Eurostat (http://epp.eurostat.ec.europa.eu).
4.3 Notwithstanding the foregoing, Customer hereby acknowledges and agrees that the Prices agreed and applicable to any Service designated as “official” herein or in any of the accompanying documentation (including the Live Booking Calendar, the Betradar Surcharge Overview available on betradar.com, and/or the Coverage Document) are valid on a season-by-season basis for the applicable sport; and Sportradar reserves the right to reasonably adjust the Prices for such “official” Service(s) no later than thirty (30) days before the start of each season during the Term, such adjustment to be confirmed in writing and agreed by Customer therein.
4.4 The Customer notes that 10 hours setup work is included. For additional setup work an hourly fee of EUR 120, plus value added tax (VAT), will apply.
4.5 In case the Customer has purchased Services named “Single Match Booking” that enables the Customer to book individual matches on demand, Customer is aware that such matches are not included in the Prices. The online booking and purchase of such matches will be invoiced separately and will be payable in arrears according to the actual price list of Sportradar.
4.6 Payments shall be made to the following bank account:
Account holder: Sportradar AG, Feldlistrasse 2, CH-9000 St. Gallen, Switzerland
Company registration number: CH-320.3.062.151-0 / UID: CHE-113.910.142
Bank: UBS Deutschland AG, Bockenheimer Landstraße 2-4, 60306 Frankfurt am Main
IBAN: DE38 5022 0085 1045 0700 18
BIC: SMHBDEFFXXX
4.7 The Customer shall be solely responsible to pay at its own expense all taxes (including without limitation VAT, consumer taxes, excise taxes, or any similar taxes) that might be payable in the Customer’s jurisdiction as a result of the Services hereunder. For VAT/ GST purposes, the Customer confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes. If any sums to be paid by the Customer to Sportradar under this Services Agreement are not paid when due, then in addition to its other rights, Sportradar may:
(a) charge interest at the rate of five per cent (5%) per annum on the overdue amount, from the date the sum fell due until it is paid in full;
(b) recover from the Customer reasonable legal costs (including attorney fees and internal costs) incurred for recovering the overdue amount; and/or
(c) suspend or cease supplying Services to the Customer or suspend any other contract between them.
If, due to non-payment, Sportradar must suspend the Services, the Customer is still liable for the Prices for the remainder of the Term.
4.8 The use of the Services in the United States of America, Canada, China, Japan, Korea, India, Brazil and/or all states where sports betting is not allowed at the time of the conclusion of this Services Agreement (the “Excluded Territories”) is not permitted and is explicitly not covered by the Prices. Should any relevant changes to the law occur in the Excluded Territories during the term of this Services Agreement or should the Customer wish to use and offer the data provided by Sportradar in any of the Excluded Territories, the Parties may discuss a reasonable increase of the Prices that reflects the usage of the Services in the Excluded Territories.
5 Term and Termination
5.1 Either Party may terminate this Services Agreement upon written notice at any time during the term of this Services Agreement for good cause with immediate effect, on account of which the terminating Party cannot in good faith be expected to continue this Services Agreement. Good causes are, in particular
(a) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Services Agreement; or
(b) if a material breach capable of rectification is committed and upon written notice to the offending Party of the material breach, said breach is not 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.
5.2 Upon termination or expiration of this Services Agreement for any reason, Customer shall cease all use of Services and provide to Sportradar all copies of Services and/or databases in its possession or destroy all Services, products, solutions, content, and/or data in its possession that have been derived from the Services.
6 Intellectual Property Rights, Warranty and Liability
6.1 Save as explicitly provided herein, nothing in this Services Agreement or in the business relationship between the Parties shall constitute or be construed as the transfer or grant to the Customer of any property right, software, or any other right or interest in any information, data or work product made available by Sportradar to the Customer in the course of the business relationship or in any trademarks or other intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates. The Customer 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 In the event that a Party becomes aware of the potential infringement of the trademarks or other intellectual property owned by the other Party or any of its subsidiaries, the Parties agree to promptly notify and render all reasonable assistance in connection with any action taken by the Party affected by the infringement. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of the Party that owns the intellectual property.
6.3 Sportradar does not make or give, nor has any agent, subcontractor or auxiliary of Sportradar the authority to make or give (either expressly or implied), any representation, warranty or undertaking as to, and neither Sportradar nor its Affiliates accept any liability in respect of, the accuracy, completeness, availability, reliability, timeliness, or quality of the Sportradar data, Services or Content or their correspondence with description or as to their fitness for a particular purpose, merchantability, or as to the title and non-infringement of third party rights. This exclusion of liability shall be valid to the fullest extent permitted by law.
6.4 To the fullest extent permitted by law, and except in any case(s) in violation of §2 Scope of Use of the main Services 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 other Party for any direct damages or loss or any loss of profit as well as loss of turnover, data, business or goodwill or for any indirect or consequential damages or loss or special damages arising in connection with the Sportradar products, data, Services, Content and solutions (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise) even if the Party has been notified of the possibility of such damage or loss, including (but not limited to):
(a) any loss or damage incurred 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 Services Agreement; or
(b) any loss or damage resulting from claims brought by any client of the Customer.
6.5 The Customer acknowledges that prior to the date of this Services Agreement the Customer has satisfied itself during the trial period that the Sportradar products, data, Services Content and solutions are suitable for the Customer’s purposes. Any warranties and representations (whether implicit, explicit, by statute, common law or otherwise) by Sportradar are hereby excluded to the fullest extent permitted by law.
7 Confidentiality
7.1 Each Party acknowledges that by reason of its relationship to the other Party under this Services Agreement it may have access to certain information and materials concerning the other Party’s business, plans, trade and business secrets, know-how, customers, user data, codes and products that are confidential and of substantial value to such Party (referred to in this Section as “Confidential Information“).
7.2 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 standards due diligence and prudence to protect Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise agreed herein.
7.3 Obligations of the Agreement shall be fulfilled by Sportradar AG or one of its Affiliates. Therefore, Affiliates and subcontractors as well as auxiliaries of Sportradar that are required for the performance of the Agreement are not considered third parties under this section 7.
7.4 The Parties agree to use the Confidential Information only for the purposes of the Agreement.
7.5 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 resulting 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 Services Agreement.
7.6 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 Services Agreement take the necessary precautions to safeguard and preserve the secrecy and the confidentiality of the Confidential Information.
7.7 On request at the termination of this Services Agreement, the recipient shall return or destroy the Confidential Information to the disclosing Party, as well as any copies made.
7.8 In any event, the commitment to confidentiality shall remain beyond the term of the present Services Agreement for a period of five years.
8 Final Provisions
8.1 The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing via a signed amendment.
8.2 Sportradar may 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.
8.3 Neither Party may assign to any third Party, transfer nor otherwise dispose of this Services 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 upon a 30 (thirty) day written notice to the Customer. Any purported or attempted assignment in violation of this paragraph shall be null and void.
8.4 If any term of the Services Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Services Agreement. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Services Agreement. The same applies in case of any gap and as regards the interpretation hereof.
8.5 Nothing in this Services 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).
