Appendix 2
(Version 07 December 2021)
Official Betting Data Addendum
This Official Betting Data Addendum (“Addendum”) is entered into by and between the Parties and governs Sportradar’s provision of official data from a sports league, federation, or organization by Sportradar and licensed by Customer in the Agreement. This Addendum is incorporated into by reference, is governed by, and forms an integral part of the Agreement between the Parties. To the extent a conflict arises between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail. This Addendum shall run conterminously with the Agreement.
1. Official Data; Definition. “Official Data” shall mean each API and/or data feed and/or other compilation, consisting of official data from a sports league or federation provided by Sportradar and designated as such and licensed by Customer under the Agreement, as applicable, either for the National Basketball Association (“NBA”) and/or Major League Baseball (“MLB”), and/or the Union of European Football Associations (“UEFA”) (collectively, the “Official Data Rights Holder” or “Rights Holder”) and which may be updated from time to time by Sportradar.
2. Scope of Use. Sportradar grants to Customer the revocable, non-exclusive, limited license and right to use the Official Data designated in the Agreement and supplied by Sportradar from the applicable Official Data Rights Holder in accordance with the terms contained herein. The Official Data shall be used solely for purposes of book management and data display in accordance with the terms and conditions of the Agreement; Customer shall only use the Official Data to accept bets or wagers on sporting events or contests of the applicable Rights Holder as a licensed operator in accordance with all applicable laws and regulations, including, but not limited to, in retail outlets, via mobile platforms, and or on the internet.
3. Limitations.
a. Nothing in this Addendum grants Customer the right or license to use any content, logos, symbols, designations, emblems, designs, trade dress, photos, or other intellectual property (“Rights Holder IP”). Customer understands and agrees that neither Sportradar, nor a Rights Holder, hereby transfers any right, title, or interest to any Rights Holder IP and Customer shall have no right hereunder to use such in connection with the Agreement. Customer shall not use any Rights Holder IP in connection with the Official Data without express, written approval from Sportradar, an Official Data Rights Holder, or other applicable rights holder(s).
b. Customer shall not use the Official Data in connection with any illegal activity under applicable law (including, without limitation, illegal gambling) or any audio, visual, or audiovisual service unless otherwise permitted by the Agreement or separate agreement with the applicable rights holder.
c. Customer shall not suggest or imply a promotional or commercial relationship between a Rights Holder, team, or player and the Customer, unless otherwise permitted by the Agreement or separate agreement with the applicable rights holder.
d. Customer shall not offer, sell, or otherwise provide any commercials, entitlements, or other sponsored segments, elements, or promotions with respect to the Official Data.
e. Customer shall not engage in activities that give rise to any liabilities on the part of a Rights Holder or any of its affiliate entities (including, without limitation, players’ associations and teams).
4. Ownership. Customer acknowledges and agrees that neither Sportradar nor Customer retains full ownership of the Official Data and the applicable Official Rights Holder is the sole owner of all right, title and interest in the Official Data and Rights Holder IP (collectively, “Official Content”) throughout the world. The Customer shall establish and maintain appropriate data storage and transfer systems to protect the security and integrity of the Official Content. Customer acknowledges that the compilation of data making up the Official Data is proprietary and that the display of data elements from the Official Data does not change the status or ownership of the compilation. To the extent that Customer obtains any ownership rights by operation of law to the Official Content, Customer hereby assigns and transfers such rights to the applicable Rights Holder asserting ownership hereunder.
5. Third Party Beneficiary. The Parties hereby acknowledge and agree that the applicable Official Data Rights Holder is a third-party beneficiary of these rights solely with respect to the Official Data in which it exerts ownership, and that, upon Customer’s acceptance of the Agreement, the applicable Rights Holder will have the right (and will be deemed to have accepted the right) to enforce the Addendum against Customer as a third-party beneficiary.
6. Termination and Suspension. Customer acknowledges and understands that (i) in no event shall the term of this Addendum extend beyond the period of time Sportradar remains the official provider of such Official Data the termination of which shall be communicated to Customer by Sportradar within a commercially reasonable period of time prior to such termination, (ii) Sportradar may suspend or terminate provision of Official Data at any time at the direction of the respective Official Data Rights Holder if Customer is found to be (x) using the Official Data in a manner inconsistent with this Addendum or applicable law, (y) Customer is a party to pending, threatened, or ongoing litigation or arbitration with the applicable sports Rights Holder, federation, or organization and such litigation or arbitration is reasonably likely to adversely affect either party’s commercial interests, or (z) Sportradar, for any reason, is no longer the official provider of the Official Data.
7. Indemnification. With respect to Sportradar’s provision of the Official Data to Customer, Customer shall be solely responsible for, and shall defend, hold harmless and indemnify Sportradar, the Official Data Rights Holders (and their respective affiliate entities, including, without limitation, players’ associations and teams) each of their respective owners, directors, governors, officers, employees and agents (collectively, the “Official Data Parties”) against any third party claims, demands, disputes (including disputes arising out of or in connection with the Agreement), causes of action or damages, including attorneys’ fees (collectively, “Claims”) relating to or referring to: (i) any act or omission of Customer under this Addendum (ii) any breach or alleged breach of this Addendum by Customer; (iii) any Rights Holder sports betting or other betting activity or other related product or service made available or promoted by Customer (including, but not limited to, Claims relating to the alleged failure by Customer to comply with any applicable law) (except to the extent arising out of Sportradar’s or a Rights Holder’s gross negligence or willful misconduct); or (iv) any actual or alleged infringement, misappropriation, or other violation of a third party’s intellectual property rights related to Rights Holder sports betting or other betting activity or other related product or service made available or promoted by Customer.
8. Limitation of Liability. WITH RESPECT TO SPORTRADAR’S PROVISION OF THE OFFICIAL DATA TO CUSTOMER, EXCEPT FOR CLAIMS ARISING OUT OF UNAUTHORIZED USE OF INTELLECTUAL PROPERTY, UNDER NO CIRCUMSTANCES SHALL SPORTRADAR OR THE OFFICIAL DATA RIGHTS HOLDER PARTIES BE LIABLE TO ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM BREACH OF THIS ADDENDUM, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS; IN NO EVENT WILL SPORTRADAR OR THE OFFICIAL DATA PARTIES’ LIABILITY TO THE CUSTOMER IN CONNECTION WITH THIS ADDENDUM, REGARDLESS OF THE THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY EVEN IF ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN HEREUNDER.
