GENERAL TERMS AND CONDITIONS (“GTCs”) – MTS B2C CLIENTS (Version 14 November 2023)
1 Subject Matter of the Services Agreement
1.1 Content. The sports, leagues and events/tournaments covered by Sportradar Content and Sportradar API products (hereinafter referred to as the “Content”) are defined in the Sportradar Coverage document found at https://sportradar.com/wp-content/uploads/2022/06/Sportradar_Coverage.pdf as amended from time to time. The document will form part of the Agreement 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.
1.2 Transmission. The Client is aware and accepts that Sportradar Services are only provided through networks and transmission routes of third parties. Client exonerates Sportradar of all responsibility and liability for interrupted availability and correctness of the transferred data and information via the Services attributable to a third-party network or transmission route, including for delivery of data and information in real time.
1.3 Independent Judgment. The Client agrees and accepts to use the delivered data and services only after automated or manual supervision and assessment by the Client. The Client acknowledges that: 1) the Services may experience technical malfunctions that are common and industry-standard, and 2) the use of Sportradar data is no substitute for the independent use of judgement or knowledge of the relevant markets as to any proposed actions and that Sportradar data is open to interpretation. Furthermore, the Client acknowledges that Sportradar’s risk management suggestions and/or odds suggestions do not replace the Client’s independent decision making. Sportradar shall act and supply the 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.
1.4 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”).
1.5 Compliance with Law. Each Party shall perform all activities under this Agreement in accordance with all applicable laws, regulations, and rules including obtaining, operating under, and maintaining all necessary regulatory approvals, permits, and certifications, including any and all gaming licenses within the Territory. Sportradar is only a service and technology provider, and not a sportsbook or gaming operator conducting games of chance in any particular jurisdiction.
2 Rights and Obligations of Sportradar
2.1 Sportradar grants the Client the non-exclusive and non-transferable right to use the Services for the term of the Agreement.
2.2 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 Client shall provide end users with information about the use of analytics cookies and shall obtain (where necessary and required) any consent before placing cookies on end users´ devices.
2.3 Sportradar is constantly updating its Services in order to meet the needs of its clients and the industry. In the event a certain Service is technologically out of date, that particular Service will be replaced by a newer version thereof. The end of life for the current version will be announced in writing, in advance, in a commercially reasonable period of time to the Client.
3 Obligations of the Client
3.1 Licenses and Permits. Each Party shall be solely responsible for acquiring any and all necessary licenses, permits, certifications, or other authorizations necessary to organize its business and offer its services in the Territory, including any technical conformity requirements required for such Party to undertake under federal, state, and/or local law and/or regulation. The Client shall not organize its services and offer its products in jurisdictions in which it does not possess the necessary licenses or permits. The Client represents and warrants that the organization of services and the offering of the products to end-users will be provided in accordance with all applicable laws and regulations.
3.2 Access. To ensure the provision of the Services, the Client shall be responsible to deliver any data reasonably requested by Sportradar in order to enable Sportradar to provide the Services hereunder in a timely manner. Sportradar shall get access to this data via XML feed or the crawlers of Sportradar shall get access to the Client web pages to extract this data. The Client accepts and agrees that its data is visible worldwide to other customers of Sportradar via the Sportradar online web interface. Sportradar may also deliver the Client’s 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.
3.3 Modifications. The Client shall solely be responsible for any modifications, including but not limited to the delivered Service, content, information, data, layout, design, logos and/or wordmarks. Client must provide to Sportradar full and complete data for all events booked by the Client and bets placed by the end users via Ticket Integration and shall not withhold, filter, modify, redact, or limit any 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 Client 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 or render the Services non-compliant with applicable law and/or regulation. In the event Sportradar must eradicate a portion of the Services, and/or eradicate a Service in its entirety, in Sportradar’s sole discretion, Sportradar shall immediately provide Client advanced, written notice (email is sufficient) and replace such Service and/or portion of the Service with a substitute good/service of equal or higher quality in a commercially reasonable period of time. Client’s continued access to and use of the replacement good/service will constitute binding acceptance of the replacement.
3.4 Sublicense. The Client shall not be entitled to resell, sub-contract, distribute or otherwise provide the Services and/or content in whole or in part provided hereunder by Sportradar to the Client’s Affiliates and/or to any other third-party unless expressly agreed between the Parties in writing. The Client shall cause all of its third-party service providers having access to the Services to abide by the terms of this GTC 3.4. In the event the third-party service provider uses or does resell, sub-contract, distribute or otherwise provides the Services in whole or in part to its Affiliates or any other third party, Sportradar is entitled to suspend or cease supplying Services to the Client with immediate effect.
3.5 Change of control. If the majority of the voting stock or voting equity interest in Client is sold or if the Client is going to be taken over in any other direct or indirect way, Client must notify Sportradar (in writing) no later than thirty (30) days prior to such change of control taking effect, at which time Sportradar may terminate this Agreement within thirty (30) days after such notification by the Client to Sportradar.
4 Violations of Obligations of the Client
In the event the Client violates any of its obligations under Section 2 “Provision of Services and Scope of Usage” of the main body of the Agreement and/or of Section 3 of these GTC “Obligations of the Client” (hereinafter referred to “Violation(s)”), the Client undertakes to pay to Sportradar any and all sums obtained as a result of the Violation(s) and a penalty amounting to the 6 (six) times the monthly amount specified in Section 3 “Consideration” of the Agreement for each month during which the Violation(s) occur. The payment of the penalty does not release the Client 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. In the event of any Violation(s), Sportradar is entitled to suspend or cease supplying Services to the Client with immediate effect and/or to terminate this Agreement and any other contracts between the Parties with immediate effect.
5 Remuneration
5.1 Payments. 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
5.2 Each Party warrant that all payments made by a Party in relation to this Agreement will be made directly from such Party to the other Party.
5.3 Setup Work. The Client notes that 10 hours setup work is included. For additional setup work an hourly fee of EUR 120.00.
5.4 Taxes. The amounts due to Sportradar shall be net of any taxes, including but not limited to tax on royalty payments, digital services tax, source tax levied on the Client in the country where the Client is resident, receives the Services or provides its services. For VAT/ GST purposes, the Client hereby confirms that it uses the Services purchased from Sportradar wholly and exclusively for its own business purposes. The Client 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 Client’s jurisdiction as a result of the Services hereunder. On request, Client 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. Client agrees to, at its own expense, indemnify, defend, settle and hold Sportradar and its Affiliates, directors, officers and/or employees harmless from and against any and all tax liabilities, costs, damages, claims and/or expenses as a result of the Services provided under this Agreement.
5.5. 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.
5.6 Official Prices. Notwithstanding the foregoing, Client hereby acknowledge 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 Client therein. If Client 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 Client to provide such written notice to Sportradar within sixty (60) days of the date upon the date of such prices adjustment notice.
5.7 Late Payment. If any sums due to be paid by the Client 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 Client reasonable legal costs (including attorney fees and internal costs) which incur for recovering the overdue amount, and
(iii) require the Client to pay immediately all amounts under the Agreement or any other contract between Sportradar and the Client that are invoiced but unpaid, and
(iv) suspend or cease supplying Services to the Client or suspend any other contract between them.
If, due to non-payment, Sportradar must suspend the Services, the Client is still liable for the Prices for the remainder of the Term.
5.8 Audit. Client 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) Client´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 Client’s normal business hours and shall not materially disrupt Client’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 Client 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 Client to Sportradar.
5.9 Holdover. Upon any termination or expiration of the Agreement, 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 Agreement 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 Client (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 Agreement shall continue to apply during the period of holdover.
5.10 Excluded Territories. The use of the Services in the United States of America and all states where sports betting is not allowed at the time of the conclusion of this Services Agreement (the “Excluded Territories”) is explicitly not covered by the consideration hereunder. Should any relevant changes to the law occur in the Excluded Territories during the term of this Services Agreement and should the Client 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.
6 Term and Termination
6.1 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 6 “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 fifteen (15) 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.
6.2 Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other rights Sportradar may have pursuant to this Agreement or otherwise, Sportradar shall have the right, upon reasonable notice to Client to suspend and/or terminate this Agreement and any other related agreements between the Parties with immediate effect, if Sportradar believes, in good faith, that continuing the agreement(s), may or will cause a legal or material reputational risk to Sportradar. Prior to the provision of any such notice to Client by Sportradar to suspend and/or terminate the agreement(s), the Parties shall engage in an executive escalation process for a period of five (5) days, or such longer period if mutually agreed by the applicable Parties.
6.3 Copies. As soon as commercially reasonable, but no later than thirty (30) days after termination or expiration of this Agreement for any reason, the Client shall (unless required to keep any copies pursuant to applicable law and/or regulation) delete any copies of the Services from any and all computer equipment in the Client’s possession or control and cause its third-party service providers to delete any and all copies of the Services from any and all computer equipment in its possession or control. Upon request, Client shall provide to Sportradar a sworn statement confirming the Client’s compliance with this GTC.
7 IP, Indemnity, Warranties, and Liability
7.1 Each Party represents and warrants that: (i) it is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement and to abide by and comply with these term, (ii) it has full legal capacity and all necessary consents, licenses, approvals, and authority to enter into this Agreement and to perform its obligations hereunder, (iii) it shall at all times perform the obligations hereunder using appropriately experienced professional personnel with reasonable due skill, care and diligence, and (iv) entering into this Agreement will not cause it to be in breach of a pre-existing legal obligation, including under contract or at law.
7.2 Disclaimer of warranty. Unless otherwise expressly set forth herein, 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, 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. Sportradar does not warrant the results of Client’s use of the Services offered hereunder. This exclusion of liability shall be valid to the fullest extent permitted by law.
7.3 Intellectual Property. Save as explicitly provided herein, nothing in this Agreement shall constitute or be construed as the transfer or grant to the Client of any license to utilize the Sportradar marks, logos, trade dress, patents, copyrights, work product, or other forms of intellectual property made available by Sportradar, whether registered or not, in the course of the business relationship, without Sportradar’s express, written approval. The Client recognizes the validity of the title in the information, Services, content, and accompanying documentation made available by Sportradar and the intellectual property rights owned by Sportradar or any of its subsidiaries and Affiliates (or their licensors), whether registered or not.
7.4 Infringement. The Client must promptly advise Sportradar of all cases of potential infringement of the Sportradar IP or any of its subsidiaries and Affiliates that comes to the Client’s attention during the Term in connection with this Agreement and shall render all assistance reasonably requested in connection with any action taken by Sportradar or its subsidiaries and Affiliates relating thereto. The control of such action, including the determination of whether to initiate action or to settle, shall be under the sole control of Sportradar.
7.5 Third Party Claims. Client agrees to, at its own expense, defend and/or settle any claim made by a third party against Sportradar or its directors, officers or employees to the extent resulting directly or indirectly from any breach by Client (or any of its employees or agents) of any warranty, representation, covenant or obligation contained herein, and Client agrees to indemnify Sportradar directors, officers, and/or employees against those amounts finally awarded by a tribunal against them (including damages, interest, losses, costs and attorneys’ fees) or payable pursuant to a settlement agreed to by Client with respect to such claims. Client shall notify Sportradar promptly in writing of any claim and provide reasonably available information and assistance regarding such claim. Failure to notify Sportradar will not relieve Client of any liability under this section. If the Client fails to retain counsel for a claim within a reasonable period of time upon the receipt of such written notification of a claim, Sportradar may retain its own counsel at the Client’s expense to defend such claim. Client shall not enter into a settlement of any such claim without prior written consent from Sportradar.
7.6 Loss or Damage. To the fullest extent permitted by law, and excluding damages arising from fraud, breach of confidentiality, death or personal injury, 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 customers of the Client for any indirect damages or any loss of profit, turnover, data, business or goodwill or for any consequential, exemplary, punitive, or special damages arising in connection with Sportradar products, data, services, content and/or solutions (in each case whether arising from negligence, breach of contract, equity, statute, tort or otherwise), including (but not limited to):
(a) any loss or damage which the Client may incur as a result of 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 customer of the Client.
This exclusion of liability shall be valid to the fullest extent permitted by law.
7.7 Liability. Except for the ITS liability set forth under GTC 7.8 if applicable, 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 EUR 50,000.
7.8 Integrated Trading Services Liability. The liability regarding the Integrated Trading Services, if purchased by Client, shall be strictly limited to that detailed in Appendix 4, if applicable.
8 Confidentiality
8.1 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, customers, 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.
8.2 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 Services Agreement.
8.3 Affiliates and subcontractors as well as auxiliaries of Sportradar are not considered as third parties under this section 8 of the GTC.
8.4 Use of Confidential Information. The Parties agree not to use the Confidential Information for other purposes as for the purposes of the present Agreement unless otherwise provided for in this Agreement, except where the said Confidential Information moves into the public domain as the result of an act that is not from the recipient of the Confidential Information, or where the recipient can show that this act became aware of it independently, prior to the date of the present Agreement. The recipient Party of the Confidential Information must make all necessary efforts to ensure that its employees and 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.
8.5 Disclosure upon Termination. Upon termination or expiration of this Agreement for any reason, Client 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.
8.6 Survival. In any event, the commitment to confidentiality shall remain beyond the term of the present Agreement for a period of five (5) years.
8.7 The Parties may, either mutually or separately, subject to advanced, mutual agreement by both Parties, issue a press release containing agreed-upon language by the Parties announcing the business-relationship contemplated herein.
9 Data Protection
9.1 The Parties agree that if Sportradar does not provide to the Client risk management suggestions as part of the Manager 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 Client’s end users, however, these account IDs are considered to be anonymized, meaning that Sportradar cannot identify the Client’s end users and the Client shall not share with Sportradar any personal data contained within the account IDs.
9.2 However, if Sportradar and the Client agree that (i) as part of the Managed Trading Services Sportradar will provide to the Client risk management suggestions, (ii) as part of Managed Trading Services without risk management suggestions the Client will share with Sportradar personal data as part of the account IDs, (iii) the Client will request re-identification of its end users for fraud detection and prevention purposes and/or (iv) the Client 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-customers/.
10 Final Provisions
10.1 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. Any general terms and conditions of the Client shall explicitly be excluded and not applicable for the purpose of this Agreement.
10.2 Oral Side Agreements. The Parties agree that oral side agreements shall not be concluded, unless they are confirmed in writing.
10.3 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.
10.4 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 Client. Any purported or attempted assignment in violation of this paragraph shall be null and void.
10.5 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 main bold of the Agreement (or such other address as either Party may have notified in writing to the other Party beforehand).
10.6 Invalidity and Survival. If any term of the Agreement is invalid or ineffective, this shall not affect the validity of the remaining terms of the Agreement. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Agreement. The same applies in case of any gap and as regards the interpretation hereof.
10.7 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.
10.8 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 labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other Party.
10.9 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).
10.10 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 Client upon thirty (30) days’ notice.
