GENERAL TERMS AND CONDITIONS (“GTCs”) – MTS B2B CLIENTS (Version 14 November 2023)
1. Scope of the Agreement; Definitions
1.1 License. Sportradar grants the Partner the non-exclusive, non-transferable and non-sub licensable right, except as otherwise set forth herein, to use the Services for the term of the Agreement.
1.2 Content. Content is defined in the Sportradar coverage document available on the Sportradar website on https://sportradar.com/wp-content/uploads/2022/06/Sportradar_Coverage.pdf as amended from time to time. Sportradar reserves the right to modify the coverage of sports at any time at Sportradar’s sole discretion, save that Sportradar will not make any substantial or fundamental changes to the coverage.
1.3 Transmission. Partner is aware and accepts that the Services are only 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. Partner agrees and accepts to use the delivered data and service only after automated or manual supervision and assessment by Partner.
1.4 Independent Judgment. Partner acknowledges that: 1) the Services may experience technical malfunctions that are common and industry-standard, and 2) the use of Sportradar Services is no substitute for the independent use of judgement or knowledge of the relevant markets as to any proposed actions and that the Sportradar data is open to interpretation. Furthermore, if applicable, Partner acknowledges that Sportradar’s risk management suggestions and/or odds suggestions do not replace an Operator’s independent decision making. If applicable, Sportradar shall act and supply the Managed Trading Services with commercially reasonable efforts, but Sportradar shall not be liable for any pay-out made by an Operator to an end-user resulting from a technical, pricing, and/or resulting malfunction.
1.5 Affiliate. 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) (hereinafter referred to as “Affiliates”).
1.6Excluded Territories. The Services may not be used in the United States of America, and/or any other jurisdiction where sports betting is not permitted at the time of the conclusion of this Services Agreement (together, the “Excluded Territories”). Should any relevant changes to the law occur in the Excluded Territories during the term of this Agreement and should the Partner wish to use and offer the Services provided by Sportradar in any of the Excluded Territories, the Parties will agree to a reasonable increase of the remuneration hereunder that reflects the usage of the Services in the Excluded Territories, which usage may be subject to additional terms and conditions.
2. Rights and Obligations of the Partner
2.1 Licenses and Permits. Partner and Operators are solely responsible to obtain all necessary licences or permits in the relevant jurisdictions in order to provide their services and offer their products based on the Service and the Solution, if necessary. Partner shall not organize its services and offer the Solution based on the Services in jurisdictions in which it does not possess the necessary licenses or permits. For the avoidance of doubt, it shall be clarified that Sportradar is only a service provider and is not an operator organizing or offering betting services or games of chance to users in a certain jurisdiction. Partner represents and warrants that the organization of services and the offering of the Solution based on the Services to Operators will be provided in accordance with all applicable laws and regulations. Partner acknowledges that the failure to become licensed in any jurisdiction in the United States is potentially detrimental to Sportradar’s business and therefore agrees to comply with all relevant laws, licensing, and regulatory requirements applicable under the relevant United States jurisdictional law at Partner’s sole cost and expense.
2.2. Access. To ensure the provision of the Services via the Solution, Partner shall be responsible to deliver any data reasonably requested by Sportradar in order to enable Sportradar to provide the Services hereunder to Operators in a timely manner. Sportradar shall get access to this data via XML feed or the crawlers of Sportradar shall get access to Partner’s web pages to extract this data. Partner accepts and agrees that Operator data is visible worldwide to other Operators of Sportradar via the Sportradar online web interface. Sportradar may also deliver Operators’ odds data to third parties without limit as to location for display on odds comparison sites Sportradar will use best efforts to remove all critical odds mistakes before sending to third parties and to send the odds in real-time.
2.3 Modifications. Partner shall solely be responsible for any modifications, including but not limited to the delivered Solution, Content, information, data, layout, design, logos and/or the use of protected trademarks. In addition, Partner must provide to Sportradar full and complete data for all events booked and bets placed by the end users of each Operator via Ticket Integration so Sportradar may meet its obligations under this Agreement and shall not withhold, filter, modify, redact, or limit any data, information, or bets or be selective with the data, information or bets it provides to Sportradar at any time or under any circumstances. Furthermore, non-modification applies to all tickets, including but not limited, to those tickets derived from third-party feeds if any. The Partner shall be fully liable for all losses it causes under this Agreement due to fraudulent, deceptive, and/or erroneous transmission of data, information or bets to Sportradar. Sportradar reserves the right to update the technical configuration of the Services at any time in its sole discretion, provided that Sportradar shall not substantially or materially decrease the features and functionalities of the Services. In the event Sportradar must eradicate a Service in its entirety, in Sportradar’s sole discretion, Sportradar shall immediately provide Partner advanced, written notice (email is sufficient) and replace such Service with a new service of equal or higher quality in a commercially reasonable period of time. Operator’s continued access to and use of the replacement service will constitute binding acceptance of the replacement.
2.4 Sublicense. Partner and each Operator shall not be entitled to resell, sub-license, distribute or otherwise provide fragments and/or ensemble of the Services provided hereunder by Sportradar to the Partner’s Affiliates and/or to any other third party unless expressly agreed to by Sportradar in writing. Partner and Operator ensure that all of its third-party service providers (e.g. betting software companies) having access to the Services contractually undertake not to use the Services or to resell, sub-license, distribute or otherwise provide fragments and/or ensemble of the Services to its Affiliates or any other third party. Further, Partner and Operator shall inform the relevant third-party service providers that Sportradar expressly reserves the right to bring legal action against anyone who uses, resells, sub-licenses or otherwise provides fragments and/ or ensemble of the Services without Sportradar’s explicit permission.
2.5 Change of Control. If the majority of the voting stock or voting equity interest in Partner is sold or the Partner is going to be taken over in any other direct or indirect way, Sportradar is entitled to terminate this Agreement with immediate effect within the next 4 (four) weeks after notification of such event by Partner to Sportradar.
2.6 Trial Period. Partner acknowledges that prior to the date of a Services Agreement Sportradar may allow an Operator to engage in and satisfy itself during a trial period for the Sportradar products, data, Services, Content and solutions suitable for the Operator’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.
2.7 In the event the following are provided under this Agreement, a Partner is allowed to pull the:
(a) Event Creation delta feed at most every 60 seconds
(b) Odds Suggestions delta feed at most every 60 seconds
(c) Resulting delta full feed at most every 60 seconds
(d) League Table feed at most every 5 minutes
(e) Live Score delta feed at most every 3 seconds
(f) Live Score XML full feed at most every 60 seconds – 180 seconds
(g) Live Score Match Source Join at most every 5 minutes
(h) Live Match Centre XML feed at most every 10 – 30 seconds
(i) Unified Odds Sports API endpoints at most 1800 times / minute
(j) Unified Odds Full Recovery requests no more than 5 times/ minute
2.8 In case the Partner will be provided with the product Live Data, the Partner may only use the product Live Data for his own in-house trading and must not use it in any other way (in particular but not solely, he must not use it for visualization purposes). Any other usage needs the prior consent of Sportradar and will be subject to additional commercial charge.
2.9 In case the Partner orders the product Live Score (hosted) and Live Score Shop (hosted), the following applies: Sportradar introduces geo blocking based on the IP addresses of the end users that will apply merely to end users within the United Kingdom. Further this geo blocking will only affect the display of the English and Scottish Football Leagues (excluding the English Premier League).
2.10 In case the Partner order the product Live Score (XML), the following applies: The Partner and Operator guarantees to inform Sportradar if it targets end users based in the United Kingdom. The Partner and Operator guarantees to inform Sportradar in writing immediately about any changes as to the fact of targeting end users in the United Kingdom.
In case the Operator targets end users based in the United Kingdom, Sportradar will immediately take out the English and Scottish Football Leagues (excluding the English Premier League) from the Live Score XML feed.
In case the Operator does not target end users based in the United Kingdom, the Partner and Operator undertakes with immediate effect not to provide any data from the English and Scottish Football Leagues (excluding the English Premier League) to end users based in the United Kingdom. The Partner and the Operator guarantees to make sure by technical means that end users based in the United Kingdom will not receive any data from the Live Score XML feed about from the English and Scottish Football Leagues (excluding the English Premier League).
2.11 Sportradar uses analytics cookies within the widgets and some of the hosted solutions to control and develop the performance of its Services. Any data collected is anonymized. When required under the applicable law, the Partner shall ensure that end users are provided with information about the use of analytics cookies and their consent (where necessary and required) is obtained before placing cookies on their devices.
3. Violation of Obligations by the Partner.
3.1 Violation. In the event Partner violates any of its obligations under Section 3 “Scope of Use” of the main body of the Agreement or Section 2 of these GTCs “Rights and Obligations of the Partner” (hereinafter referred to as “Violation(s)”), Partner undertakes to pay to Sportradar any and all sums obtained as a result of the Violation(s) and a penalty amounting to 6 (six) times the monthly amount specified in the Agreement for each month during which the Violation(s) occur. The payment of the penalty does not release Partner 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 the Services to the Partner and any Operators under a SOW with immediate effect and/or to terminate this Agreement and any other SOW with Operators for the Solution with immediate effect.
4 Consideration
4.1 Price Adjustment. 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 or five percent (5%). The aforementioned adjustment will apply to all fees and prices hereunder, including but not limited to Fixed Fees, Minimum Monthly Guarantees as well as to the tranches of the Hold for the calculation of Revenue Share, that shall be increased accordingly.
4.2 Official Prices. Notwithstanding the foregoing, the Partner 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 Partner therein. If Partner does not agree to such adjusted prices then the Service to which the “official” Service relates may be terminated by either Party for convenience with Partner to provide such written notice to Sportradar within sixty (60) days of the date upon the date of such Prices adjustment notice.
4.3 Setup Work. Partner notes that 10 hours setup work is included for each Operator for the Services. For additional setup work an hourly fee of EUR 120.– plus value added tax (VAT) will apply, payable by either Partner or Operator, whichever is agreed.
4.4 Payment. All payments shall be made by bank transfer within ten (10) days from receipt of the invoice 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
4.5 Each Party warrants that all payments made by a Party in relation to this Agreement will be made directly from such Party to the other Party.
4.6 Taxes. The amounts due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, source tax levied on the Partner in the country where the Partner is resident, receives the Services or provides its services. For VAT/ GST purposes, the Partner hereby confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes. The Partner shall solely be responsible to pay at its own expense any and all direct and indirect taxes (including without limitation VAT, consumer taxes, excise taxes or any similar taxes) that might be payable in the Partner’s jurisdiction as a result of the Services hereunder. On request, Partner 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.
4.7 Late Payment. If any sums due to be paid by the Partner to Sportradar under this Agreement are not paid when due, then in addition to its other rights, Sportradar may:
(i) charge interest of 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,
(ii) recover from the Partner reasonable legal costs (including attorney fees and internal costs) which incur for recovering the overdue amount,
(iii) require the Partner to pay immediately all amounts under the Agreement or any other contract between Sportradar and the Partner that are unpaid, and
(iv) suspend or cease supplying Services to the Partner or suspend any other Service Agreement with an Operator for the Solution. If, due to non-payment, Sportradar must suspend the Services, the Partner is still liable for the Prices for the remainder of the Term.
4.8 Audit. Partner shall maintain and keep for a period of at least six (6) years, unless dictated otherwise by any local regulations, complete and accurate records in sufficient detail to enable any amounts owed to Sportradar which shall have accrued hereunder to be determined. If Sportradar reasonably suspects (i) of a miscalculation concerning the revenues derived from the use of the Services or have doubts related to the accuracy of the reports provided and (ii) Partner´s compliance with the terms of this Agreement, Sportradar is entitled to propose one (1) impartial review by an independent third-party auditor per calendar year and with at least ten (10) business days’ prior notice. Such auditor will be nominated by Sportradar. Any such audit shall be conducted only during Partner’s normal business hours and shall not materially disrupt Partner’s business operations. The auditor shall present its opinion within a period of two (2) weeks’ time from the day of nomination. Such opinion shall be binding to the Parties. The costs of the auditor shall be carried by Sportradar unless the result of the auditor’s report negatively deviates more in any year of 5% or more of the amount of the fees actually due to Sportradar hereunder; in which case, the Partner shall bear the expense of such audit plus the amounts due (plus 1% interest, which shall begin accruing upon the date of the completion of the audit, and which shall compound annually), shall be paid promptly by Partner to Sportradar
4.9 Holdover. Upon any termination or expiration of the MPA, Services provided after the applicable termination date or expiration date will be subject to Sportradar sole discretion and capacity and will be invoiced at then-current Prices under the MPA plus a holdover premium of 25% (hereinafter referred to as “Holdover Fee”). The Holdover Fee shall be due and payable within ten (10) days after receipt of a corresponding invoice. Subject to prior notification to the Partner (E-mail to be sufficient) Sportradar shall have the right to stop providing any or all Services provided after the applicable termination date or expiration date at any time in its sole discretion. During the course of the provision of the Services pursuant to this clause the terms and conditions of the MPA shall continue to apply during the period of holdover.
5. Termination
5.1 Material Breach. Either Party may terminate this Agreement with immediate effect due to material breach upon written notice if the terminating Party cannot in good faith be expected to continue the Agreement. Material breach shall include:
(i) if the other Party commits a material breach (either anticipatory or incapable of rectification) of this Agreement (for clarification only: any breach of provisions under Section 7 “Compliance and Regulation” of the main body of the Agreement shall be considered a material breach),
(ii) if upon notice in writing to the other party of any other material breach, capable of rectification, of any provisions of this Agreement, which has not been rectified within 15 (fifteen) calendar days after receipt of the written notice from the other party requesting such rectification, or
(iii) upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by the other Party. Each Party shall notify the other immediately upon becoming aware of any breach by an Operator and agrees to provide reasonable assistance in mitigating such breach and pursuing and resolving any proceedings arising therefrom in accordance with the terms and conditions of this Agreement.
6. Intellectual Property Rights; Warranty; Liability
6.1 Indemnification. Partner shall indemnify, defend and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses as a result of (i) Partner’s and/or Operator’s modifications of the Services, Solution, Content and any other information or data provided by Sportradar (ii) any tax liability as a result of the Services provided under this Agreement, (iii) any breach or default by Partner of any representation, warranty, duty or obligation contained in this Agreement or any attachment or appendix hereto, and (iv) any breach by Operator under an SOW that harms Sportradar. In addition, Partner shall indemnify, defend, and hold Sportradar harmless from and against all liabilities, costs, damages, claims and expenses arising from a Partner’s distribution of the Solution to Operators hereunder.
6.2 Intellectual Property. Save as explicitly provided herein, nothing in this Agreement or in the business relationship between the Parties shall constitute or be construed as the transfer or grant of any property right, software, license, or any other right or interest in any information, data or work product made available by Sportradar to the Partner in the course of the business relationship, or in any trademarks or other intellectual property rights owned by either Party or any of its subsidiaries and Affiliates (or their licensors). Each Party recognizes the validity of the title in the information and data made available by the other Party and the trademarks and intellectual property rights owned by the Party or any of its subsidiaries and Affiliates (or their licensors), whether registered or not. Partner expressly represents and warrants to Sportradar that it owns all right, title, interest, permits or other licenses necessary to the Platform and accompanying software, services, and content necessary to effectuate the relationship contemplated hereunder.
6.3 Infringement. Partner must promptly advise Sportradar of all cases of potential infringement of the trademarks or other intellectual property owned by Sportradar or any of its subsidiaries and Affiliates that comes to the Partner’s attention and shall render all assistance reasonably requested in connection with any action taken by Sportradar or its subsidiaries and Affiliates relating thereto. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of Sportradar.
6.4 Disclaimer of Warranty. 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 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 accompanying documentation, or their correspondence with description. . Sportradar disclaims all warranties with regard to the foregoing, whether express or implied, including any implied warranties of fitness for a particular purpose, merchantability or merchantable quality, or as to the title and non-infringement of third-party rights. and non-infringement. Sportradar does not warrant the results of Partner’s use of the Services offered hereunder. This exclusion of liability shall be valid to the fullest extent permitted by law.
6.5 Loss or Damage. To the fullest extent permitted by law, neither Sportradar, nor any of its Affiliates, nor the Sportradar’s software or data providers, agents, subcontractors or auxiliaries shall be liable to the Partner or to any Operator for any direct damages or loss or any loss of profit as well as a loss of turnover, data, business or goodwill or for any indirect or consequential damages or loss or special damages arising in connection with the Solution (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise) even if Sportradar has been notified of the possibility of such damage or loss, including but not limited to:
(i) any loss or damage which the Partner or Operator may incur as a result of the Services and/or Solution failing to be wholly accurate, complete, reliable, accessible or otherwise as a result of any breach or non-performance of this Agreement or
(ii) any loss or damage resulting from claims brought by Partner or any Operator. This exclusion of liability shall be valid to the fullest extent permitted by law.
6.6 Liability. Subject to the terms and conditions in this Agreement, Sportradar’s total aggregate liability arising from or in relation to this Agreement, whether the liability arises because of breach of contract, negligence or for any other reason, shall be strictly limited to EUR 50,000.
6.7 Integrated Trading Services Liability. The liability regarding the Integrated Trading Services, if purchased by Partner, shall be strictly limited to that detailed in Appendix 4, if applicable.
7. Confidentiality
7.1 Confidential Information. 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, Operators, user data, codes and products that are confidential and of substantial value to such Party (referred to in this section as “Confidential Information”), which value would be impaired if such Confidential Information were disclosed to third parties.
7.2 Confidentiality Standards. At all times, the Parties are obliged to maintain and protect the confidentiality of the Confidential Information of the other party in the same way that either party protects its own Confidential Information of a similar nature, but in no circumstances shall either party fail to meet the standards due diligence and prudence to protect the said Confidential Information. This Confidential Information must not be disclosed to third parties unless otherwise provided for in this Agreement.
7.3 Affiliates and subcontractors as well as auxiliaries of Sportradar are not considered as third parties under this Section.
7.4 Use of Confidential Information. The Parties agree not to use the Confidential Information for any other purposes except as provided for in this Agreement, except (i) where the said Confidential Information moves into the public domain as the result of an act that is not from the recipient of the Confidential Information, or (ii) where the recipient can show that this act became aware of it independently, prior to the date of this Agreement. The recipient 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.
7.5 Disclosure upon termination. Upon termination or expiration of this Agreement for any reason, Partner 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.
7.6 Survival. In any event, the commitment to confidentiality shall remain beyond the term of the Agreement for a period of five (5) years.
8. Data protection
8.1 The Parties agree that if Sportradar does not provide to the Partner risk management suggestions as part of the Managed Trading Services under the Agreement, it will not process any personal data as a result of the Ticket Integration. For the avoidance of doubt, Sportradar will receive as part of the Ticket Integration account IDs of Partner’s clients’ end users, however, these account IDs are considered to be anonymized, meaning that Sportradar cannot identify the Partner’s clients’ end users and the Partner shall ensure that no personal data is shared with Sportradar as part of the account IDs.
8.2 However, if Sportradar and the Partner agree that (i) as part of the Managed Trading Services Sportradar will provide to the Partner risk management suggestions, (ii) as part of Managed Trading Services without risk management suggestions the Partner will share with Sportradar personal data as part of the account IDs, (iii) the Partner will request re-identification of its clients’ end users for fraud detection and prevention purposes and/or (iv) the Partner chooses in the Agreement Services defined in the DCA, both Parties agree that they shall comply with their obligations under the applicable privacy and data protection legislation, and with their respective obligations under the Data Cooperation Agreement (the “DCA”), available at: https://sportradar.com/data-cooperation-agreement-for-mts-partners/.
9. Final Provisions
9.1 Entire Agreement. 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 hereto in respect of the subject matter hereof. The Parties agree that oral side agreements shall not be concluded unless they are confirmed in writing.
9.2 Oral Side Agreements. The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing.
9.3 Subcontractors. 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.
9.4 Assignment. Neither Party may assign to any third party, transfer nor otherwise dispose of this Agreement nor any obligation with respect thereto 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 the Partner. Any purported or attempted assignment in violation of this paragraph shall be null and void.
9.5 Notices. 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 Agreement (or such other address as either party may have notified in writing to the other party beforehand).
9.6 Invalidity and Survival. If any term hereof of the Agreement is invalid or ineffective, it 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. The respective indemnities, representations, warranties and agreements of each Party made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the expiration or termination of this Agreement for any reason.
9.7 Relationship. 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).
9.8 Non-Solicitation. Each Party agrees not to employ (either directly or indirectly), without the prior written consent of the other Party, any employee of the other Party who is, or has been, within the six (6) months prior to either Party agreeing to employ any employee of the other Party, engaged directly in the performance of this Agreement.
9.9 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labour disturbances, acts of God or acts, omissions, or delays in acting by any governmental authority or the other Party.
9.10. Third Parties. To the extent Sportradar’s obligations under this Agreement are dependent on the actions of a third party or entering into 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 Partner upon thirty (30) days’ notice.
