Special Terms and Conditions
Special Terms and Conditions regarding US Open Tennis, Roland Garros/ French Open, Wimbledon Tennis, Euroleague and EuroCup Basketball, International and Continental Football (Qualifiers and Friendlies), Major League Soccer and Football Australia
The provision of certain services (pursuant to clause 1) below related to any and all data driven services such as but not limited to Live Data, Live Odds, etc. and/or the grant of the certain rights (pursuant to clause 2) below related to audiovisual/streaming rights under this Amendment to the Events (defined as individual sports match(es) or other event(s) held as part of a tournament related to officially licensed data and/or rights from a sports league or federation, as provided by Sportradar) of US Open Tennis, Roland Garros/ French Open, Wimbledon Tennis, Euroleague and EuroCup Basketball, International and Continental Football (Qualifiers and Friendlies) and Major League Soccer is subject to the following special conditions which shall be applicable in addition to all terms and conditions of the Existing Agreement(s) and which shall prevail in case of any contradiction with the terms and conditions of the Amendment and/or the Existing Agreement(s) (including the GTC).
For clarification, any reference in the Existing Agreement(s) to Customer and/or Licensee shall fully apply to the Client as mentioned hereunder and vice versa.
Clause 1) – Data Services
1. Provisions Applicable to all Tennis data
1.1. In respect of any sports tournament, competition or other event to which the provided Services and/or data rights relate or in respect of which Sportradar or the applicable licensor has been granted the right to exploit and/or sub-license data for betting purposes, Client shall not: (i) acquire or use any data which is available from sources, or via means, which the governing body or other organisation which owns and/or controls such tournament, competition or event (and the official rights thereto) has not authorised for betting purposes; (ii) collate data; and/or (iii) trade based on information which it receives or ingests from television pictures, the internet, attendance at such tournaments, competitions or events, or otherwise.
1.2. In respect of any sports tournament, competition or other event in respect of which Sportradar represents, holds or has been granted the right to exploit and/or sub-license the official virtual sports betting rights and/or has been granted the right to use the intellectual property (including trade marks) of such sports tournament, competition or other event within a virtual sports betting game, Client shall not make available any unofficial virtual sports betting products in respect of such sports tournaments, competitions or other events.
1.3. Client shall:
1.3.1. sign and comply with the terms of the ITIA Data Sharing Agreement (retrievable hereunder: PDF), including the prohibition of certain bets and activities that ITIA believes are detrimental to the integrity of the sport of tennis;
1.3.2. provide reasonable co-operation to the ITIA in any investigation;
1.3.3. retain data/evidence relating to any suspicious betting pattern for a period of at least 24 months; and
1.3.4. ensure that Client’s privacy policy and terms and conditions of use permit disclosure of relevant integrity evidence to the ITIA and underlying rights holder.
2. French Open Data Restrictions
2.1. Client represents, warrants and undertakes that it shall at all times comply with all applicable laws in relation to the supply of betting services or acceptance of bets in the territories in which it operates. The Client shall indemnify and hold Sportradar and Fédération Française de Tennis (“FFT”) harmless from and against all liabilities, damages and loss (including but not limited to reasonable legal fees) suffered or incurred by or on behalf of Sportradar or FFT or awarded against Sportradar or FFT in consequence of or arising out of a breach of the undertaking set out in this clause.
2.2. Client shall not imply an association between the FFT or the French Open (“FO Tournament”), on the one hand, and the Client on the other except to the extent reasonably required to inform customers of the availability of the opportunity to place bets on the matches (e.g. where the French Open data is displayed on scoreboards next to the live odds).
2.3. Client shall not do anything that brings FFT or the FO Tournament into disrepute or make any defamatory or derogatory statements about FFT or the FO Tournament.
2.4. Client shall not use or display any logo, trade mark, ground imagery, player imagery, or other intellectual property of FFT or the FO Tournament without express permission from FFT (such permission to be exercised in its sole discretion).
2.5. Client undertakes not to carry out any ambush marketing at the FO Tournament. Sportradar shall be permitted to terminate the provision of the Services and/or the grant of data rights in respect of the French Open with immediate effect if Client is involved in ambush marketing at the FO Tournament.
2.6. Client shall not be entitled to publish any print, television, radio, online, cinema, outdoor or other advertisements or other material focussing solely on the data in respect of the French Open data or the FO Tournament, except to the extent reasonably required to inform customer of the availability of the opportunity to place bets on the matches.
2.7. Client shall not promote its betting offer relating to the French Open on peer to peer file sharing websites.
2.8. The provision of the Services and/or the supply of data in respect of the French Open to Client may be suspended where Client is in material breach of an agreement with Sportradar which relates to such data.
2.9. Subject to compliance by the Client with applicable laws and regulations, the terms of the Client’s betting/gaming license and the terms of the ITIA Data Sharing Agreement, in relation to suspicious or unlawful betting activity, Client shall:
2.9.1. report any suspicious betting patterns to the FFT;
2.9.2. keep the details of such suspicious activity confidential;
2.9.3. co-operate with any enquiry of the FFT and where requested provide all relevant information to FFT in relation to the suspicious or unlawful betting activity.
3. Wimbledon Advertising and Marketing Restrictions
3.1. Client shall not imply an association between the All England Lawn Tennis Club (“AELTC”) or the Wimbledon tournament, on the one hand, and the Client on the other except to the extent reasonably required to inform customers of the availability of the opportunity to place bets on the matches (e.g. where data in respect of the Wimbledon tournament is displayed on scoreboards next to the live odds).
3.2. Client shall not do anything that brings AELTC or the Wimbledon tournament into disrepute or make any defamatory or derogatory statements about AELTC or the Wimbledon tournament.
3.3. Client shall not use or display any logo, trade mark, ground imagery, player imagery, or other intellectual property of AELTC or the Wimbledon tournament without express permission from AELTC (such permission to be exercised in its sole discretion).
3.4. Client undertakes not to carry out any ambush marketing at the Wimbledon tournament. Sportradar shall be permitted to terminate the provision of the Services and/or the grant of the data rights with respect to the Wimbledon tournament with immediate effect if Client is involved in ambush marketing at the Wimbledon tournament.
3.5. Client shall not be entitled to publish any print, television, radio, online, cinema, outdoor or other advertisements or other material focussing solely on data relating to the Wimbledon tournament or the Wimbledon tournament generally.
3.6. If Client has not signed a copy of the ITIA Data Sharing Agreement (as required by paragraph 1.3 above) prior to the first Wimbledon tournament to take place during the licence period, Client shall forfeit the use of the Services and its rights to live data relating to the Wimbledon tournament unless and until a copy of the ITIA Data Sharing Agreement is executed to the satisfaction of the ITIA.
4. Major League Soccer (“MLS”) Restrictions
4.1. For the purposes of this paragraph 4, capitalised terms shall have the following meanings unless the context requires otherwise:
4.1.1. “Gaming Authority” means collectively, those international, federal, state, tribal, local, foreign and other governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials responsible for or involved in the regulation of gaming or gaming activities or the ownership of an interest in any person that conducts gaming in any jurisdiction;
4.1.2. “MLS Data” means the Licensed Data in relation to MLS Events;
4.1.3. “MLS Entity” means SUM, Player Development, LLC, Pro Soccer Development, L.P., MLS Canada LP, MLS, its professional member clubs, and any of their respective related subsidiaries, entities and affiliates;
4.1.4. “MLS Rules” means (i) the MLS Constitution, (ii) the MLS Commercial Gaming Policy, (iii) the MLS Integrity Policy, (iv) each of the rules, regulations, memoranda, resolutions, policies, procedures, interpretations and directives of the MLS Board of Governors or the MLS Commissioner, as they may be adopted, amended or modified from time to time, and including any interpretation thereof or thereunder by the MLS Commissioner, as applicable;
4.1.5. “Personal Information” means (i) any data relating to an identified or identifiable natural person or that is otherwise regulated under applicable privacy and data security laws, to the extent such data is within the MLS Data; or (ii) any identifiable information about SUM’s or any other MLS Entity’s representatives, other personnel, agents, customers, potential and prospective customers, Major League Soccer players, contractors, managers, suppliers, and/or other natural persons, and family members of the foregoing; and
4.1.6. “SUM” means Soccer United Marketing, LLC.
4.2. In the event the Client wishes to create derivatives of any of the MLS Data for the purposes of exercising its rights pursuant to the Agreement, (a) the Client will first obtain Sportradar’s prior written consent in respect thereof; (b) following receipt of any such consent from Sportradar, the Client shall not disclose, distribute or otherwise make available such derivatives to any other person, except and solely to the extent that Sportradar expressly approves of such distribution or disclosure in writing; and (c) any and all derivatives of the MLS Data created by or on behalf of the Client, will be deemed a part of the original rights holder IPR of MLS and may be exploited by the Client solely during the Term and within the Territory, in accordance with the terms of the Agreement.
4.3. The Client must exercise the rights granted with respect to the MLS Events under this Agreement in accordance with the MLS Rules and the Client acknowledges that such rights are subject and subordinate to the MLS Rules.
4.4. The Client agrees that (i) it will comply with, and, at all times, afford the same level of privacy protections required under, all applicable privacy and data security laws in relation to Personal Information, propriety information of MLS and MLS Data (collectively, “Protected Information”), (ii) it will cooperate with SUM with respect to SUM’s obligations under applicable privacy and data security laws, including without limitation by (1) assisting SUM in ensuring compliance with all obligations under applicable privacy and data security law, and (2) facilitating the exercise of any data subject’s right to access, correct, complete, receive copies of, or erase Personal Information of such data subject, or to opt out of direct marketing, profiling, automated decision making, or other processing, of all the foregoing to the extent that obligations are imposed on the Client by applicable privacy and data security law and within the time frames and via methods required by those laws. The Client shall not process Personal Information except for the business purposes authorised under the Agreement. The Client shall enter into any additional agreements required by applicable privacy and data security laws or otherwise requested by SUM from time to time to enable compliance with the same.
4.5. The Client will not transfer Personal Information out of the jurisdictions in which it was collected except pursuant to written instructions from SUM.
4.6. In the event that any processing of Protected Information as permitted under the Agreement does violate applicable privacy and data security law, Sportradar may temporarily or permanently suspend delivery of such Protected Information to the Client, solely to the extent necessary to avoid such a violation of the same.
4.7. The Client shall implement and maintain a comprehensive and effective written information and data security program and reasonable security practices and procedures appropriate to the nature of the Protected Information, which policies, practices and procedures shall: (i) meet or exceed recognised industry standards (e.g., the UK Gambling Commission’s Technical Standards, ISO 27001 or NIST Cybersecurity Framework); and (ii) include appropriate administrative, technical, organisational and physical safeguards to identify, assess and protect against any reasonably foreseeable anticipated or actual threats or hazards (whether internal or external) to the security or integrity of Protected Information, and against the loss, unavailability, destruction, theft, unauthorised access, use, alteration, disclosure or other processing of Protected Information or other breach of security safeguards.
4.8. The Client shall advise Sportradar promptly, without undue delay, and in any event within forty-eight (48) hours, in the event that it confirms there has been a loss, theft or unauthorised access to, risk to, or use or disclosure of, or any data security breach or other security breach relating to or affecting, Protected Information, it determines it can no longer satisfy the requirements of paragraphs 4.4 to 4.12; or it learns that any person who has had access to Protected Information has violated the terms of paragraphs 4.4 to 4.12. The Client shall, at its own expense, promptly, without undue delay, and in any event within forty-eight (48) hours, report to Sportradar the nature and amount or records of the Protected Information affected and the number, identity and contact information of data subjects about whom Personal Information was affected, and cooperate with Sportradar in investigating and responding to the foregoing, notifying affected individuals and/or regulatory authorities as required by law, and seeking injunctive or other equitable relief against any such person or persons who have violated or attempted to violate the security of Protected Information.
4.9. The Client hereby agrees to indemnify, defend and hold harmless Sportradar, SUM, the MLS Entities and their affiliates harmless from and against any and all losses arising out of or resulting from any third party demand, suit, action, claim, investigation, or other proceeding (including claims or investigations by any governmental agency, entity or organisation) (collectively, “Claims”) arising from or in connection with a data security breach due to any failure by the Client or its employees, subcontractors or agents to comply with any of its obligations under this Agreement and/or applicable privacy and data security laws. The Client’s obligations set forth in this section 4.9 shall not apply with respect to Claims to the extent: (1) arising primarily out of or in connection with any act or omission taken by or on behalf of SUM or its representatives in breach of its agreement with Sportradar; (2) arising primarily out of or in connection with SUM’s or its representatives’ violation of Applicable Law; or (3) that SUM is obligated to indemnify Sportradar for such Claim. The remedies set forth in this paragraph 4.9 shall be in addition to any other remedies available to SUM at law or in equity.
4.10. Promptly upon Sportradar’s request, the Client shall provide Sportradar with access to or delivery of the Protected Information, or any portion thereof identified by Sportradar, being stored, processed or transmitted or otherwise in the Client’s possession or control or that of its agent or contractor, in a structured, commonly used, industry standard format.
4.11. The Client shall retain Protected Information only for as long as necessary to fulfil the purpose of this Agreement. As soon as possible after any Protected Information (or a portion thereof) is no longer needed by the Client to fulfil its obligations hereunder, and in any event upon termination of the Agreement for any reason, but subject to any records retention requirements instructed by Sportradar: (i) all electronic copies of the Protected Information in the Client’s possession or control shall be deleted in a manner that makes the Protected Information non-readable and non-retrievable, (ii) all physical copies of such Protected Information in the Client’s possession or control shall be returned to Sportradar by the Client, or at Sportradar’s request destroyed, and (iii) the Client will certify to Sportradar, in writing, that the Client has complied with its obligations under paragraphs 4.10 to 4.12.
4.12. Sportradar has the right to request the Client implement reasonable and appropriate measures to remediate the unauthorised processing of Personal Information.
4.13. Sportradar may terminate this Agreement with respect to MLS Events if:
4.13.1. the Client or any of its (or any of its affiliates’) employees, directors, officers, owners, advisors (including accountants, auditors and legal and financial advisors), agents and subcontractors (“Representatives”) violates any material MLS Rules (as determined by SUM);
4.13.2. the Client or any of its Representatives engages in activities that have a material negative effect on the business, reputation or public perception of SUM or any MLS Entity, even if such activity is legal;
4.13.3. a material (as determined by SUM) action by a Gaming Authority occurs with respect to the Client; or
4.13.4. an action by a Gaming Authority is taken with respect to the Client and the Client fails to remedy such action within thirty (30) days of becoming aware of such action.
4.14. Any act or omission of any representative of the Client or other person who obtains access to any original rights holder IPR of MLS as a result of the access granted to the Client pursuant to this Agreement will be deemed to be the act or omission of the Client for which the Client will be responsible and liable.
4.15. Except for the rights expressly granted to the Client in this Agreement with respect to the MLS Events, the Client acknowledges and agrees that: (a) SUM does and shall own any and all rights, title and interest as may subsist in or may be acquired in or in connection with any of the original rights holder IPR of MLS; and (b) SUM reserves all rights not expressly granted herein and SUM grants no implied licenses in or to any original rights holder IPR of MLS. If the Client acquires any rights in or to the original rights holder IPR of MLS by operation of law or otherwise, the Client shall and does hereby irrevocably and perpetually assign (and shall procure that all its relevant Representatives irrevocably and perpetually assign) such rights, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of any Intellectual Property Rights therein or thereto, to SUM or its designee without further action by either party or payment to the Client (or any of its relevant Representatives). The Client agrees that it will not, during the Term or at any time thereafter, make application for or aid or abet others to seek registrations or recordings in any state of the United States, any United States governmental agencies, or in any other country of any IPR that includes any original rights holder IPR of MLS, any variation thereof, any imitations thereof or anything confusingly similar thereto, alone or in combination, except with the express prior written permission of SUM. The Client agrees that it will not, during the Term or at any time thereafter, contest SUM’s exclusive rights to the original rights holder IPR of MLS, challenge the validity or enforceability of any original rights holder IPR of MLS, or aid or abet others do so. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client or any other person any right, title or interest in or to any original rights holder IPR of MLS.
4.16. The Client acknowledges that the rights do not include the right to use any rights with respect to MLS players, coaches or other personnel which includes, but is not limited to, any MLS player’s, coach’s, or other personnel member’s likeness, picture, image, photograph, portrait or performance (whether such picture, image, photograph, portrait or performance is still, motion, video, digital, high definition, or any other medium now known or hereafter developed), name or nickname, signature or facsimile thereof, voice, identifiable attributes or any colourable imitation or adaptation thereof or biographical data.
4.17. The Client acknowledges that: (a) a breach or threatened breach of any of the rights relating to MLS Events would give rise to irreparable harm to SUM for which monetary damages would not be an adequate remedy; and (b) if a breach or a threatened breach by or on behalf of the Client of any such obligations occurs, SUM will, in addition to any and all other rights and remedies that may be available to SUM at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.
4.18. The Client acknowledges and agrees that SUM is an intended third party beneficiary of this Agreement with respect to MLS Events, and as such SUM has the independent right to enforce directly the terms of this Agreement with respect to MLS Events.
4.19. The Client will not exploit any rights granted hereunder: (a) in a way that compromises or reflects unfavourably upon the good name, goodwill, reputation or image of SUM, any MLS Entity, any MLS team, or any MLS player, or: (b) in any manner that may result in the unauthorised use of any original rights holder IPR of MLS.
4.20. The Client is prohibited from offering, any betting on negative player (or team) outcomes where a player or team member can control the outcome of play at an MLS Event by poor player performance, for example (and without limitation) by (i) missing a penalty kick; or (ii) by an individual getting a red card. The Client shall immediately withdraw any such odds or products from the market upon notice from Sportradar and/or SUM and Sportradar shall deliver any such notice as soon as reasonably practicable (but in any event within two (2) Business Days upon SUM’s request).
[ONLY APPLICABLE IF TERRITORY INCLUDES NORTH AMERICA]
4.21. The Client must at all times remain fully in compliance with the terms of the American Gaming Association’s Gaming Code of Conduct.
5. Football Australia Restrictions
Client shall
5.1. not offer and/or provide any betting services in Australia; and
5.2. operate from a jurisdiction where sports betting is legal; and
5.3. not market any footage to Australian residents; and
5.4. have reasonable responsible gambling protocols in place in accordance with their applicable gaming licenses; and
5.5. only offer and/or provide any betting services and/or bet types in accordance with their respective licenses, which shall at all time comply with common industry standards, and which shall not violate public policy or be against good manners; and
5.6. promptly notify (subject to any Applicable Laws and the terms of any of their applicable gambling licenses) Sportradar if they become aware of suspicious betting odds movement or suspicious bets placed; and
5.7. cooperate with any requests by the original rights holder and provide Sportradar with a contact to facilitate information sharing in relation to the original rights holders investigations and integrity activities e.g. if the original rightsholder has a legitimate integrity concern with a match on which Client is offering markets.
Clause 2) – Streaming Rights
1. US Open Tennis
In respect of the US Open Tennis Events granted under the Amendment, Client acknowledges, undertakes and agrees that:
1.1. It shall only make available the US Open Tennis Event footage to registered users who has a registered account with the Client, and either: (i) such account is in credit, or (ii) the person has placed a bet with the Client during the 24 hours prior to the relevant Event;
1.2. It shall not include any form of sponsorship or advertising in connection with the Event footage;
1.3. it shall sign and comply with the terms of the ITIA Data Sharing Agreement as made available from Sportradar to Client;
1.4. The US Open Tennis Event footage may include graphics/credits acknowledging information and other providers/suppliers from time to time, as follows:
(a) scoring/statistical information;
(b) sponsor of the line call device; and
(c) one other supplier/sponsor as notified by Sportradar from time to time.
The Client agrees not to delete such graphics/credits from the Event footage.
2. Roland Garros /French Open Tennis
In respect of the Roland Garros Events, Client acknowledges, undertakes and agrees that:
2.1. Client represents, warrants and undertakes that it shall at all times comply with all applicable laws in relation to the supply of betting services or acceptance of bets in the territories licensed to it hereunder. The Client shall indemnify and hold Sportradar and Fédération Française de Tennis (“FFT”) harmless from and against all liabilities, damages and loss (including but not limited to reasonable legal fees) suffered or incurred by or on behalf of Sportradar or FFT or awarded against Sportradar or FFT in consequence of or arising out of a breach of the undertaking set out in this clause.
2.2. The Client shall sign and comply with the terms of the Tennis Integrity Unit’s Data Sharing Agreement (as amended from time to time) made available from Sportradar to Client.
2.3. Client shall not imply an association between the FFT or the French Open, on the one hand, and the Client on the other except to the extent reasonably required to inform customers of the availability of the opportunity to place bets on the matches.
2.4. Client shall not do anything that brings FFT or the French Open into disrepute or make any defamatory or derogatory statements about FFT or the French Open.
2.5. Client shall not use or display any logo, trade mark, ground imagery, player imagery, or other intellectual property of FFT or the French Open without express permission from FFT (such permission to be exercised in its sole discretion).
2.6. Client undertakes not to carry out any ambush marketing at the French Open. Sportradar shall be permitted to terminate the grant of the French Open rights with immediate effect if Client is involved in ambush marketing at the French Open.
2.7. Client shall not be entitled to publish any print, television, radio, online, cinema, outdoor or other advertisements or other material focussing solely on the French Open or the Client, except to the extent reasonably required to inform customers of the availability of the opportunity to place bets on the matches.
2.8. Client shall not promote its betting offer relating to the French Open on peer to peer file sharing websites.
2.9. Subject to compliance by the Client with applicable laws and regulations, the terms of the Client’s betting/gaming license and the terms of the Tennis Integrity Data Sharing Agreement, in relation to suspicious or unlawful betting activity, Client shall:
2.9.1. report any suspicious betting patterns to the FFT;
2.9.2. keep the details of such suspicious activity confidential;
2.9.3. co-operate with any enquiry of the FFT and where requested provide all relevant information to FFT in relation to the suspicious or unlawful betting activity.
3. Euroleague and EuroCup Basketball
In respect of the Euroleague and EuroCup Events, Client acknowledges, undertakes and agrees that:
3.1. the Euroleague and EuroCup Events shall not be given undue prominence in relation to the suite of sports and events upon which the Client offers betting services;
3.2. the Client is prohibited from specifically advertising the availability of Event footage from Euroleague and EuroCup Events, except for any incidental association which may occur when Client (i) alerts its registered users to the fact that the Event footage is available in connection with its in-play betting services by way of direct marketing to such Registered Users (only); or (ii) lists on the Client’s Permitted Website(s) or App(s) in the schedule of live events that the Client is able to make available to Registered Users the availability of any relevant Event.
4. International and Continental Football (Qualifiers and Friendlies)
The Client shall have no rights to use Event footage relating to any international or continental football qualifier or friendly match in the domestic territories of the two teams participating in such match.
5. Major League Soccer (“MLS”) Restrictions
5.1. For the purposes of this clause 5, capitalised terms shall have the following meanings unless the context requires otherwise:
5.1.1. “Gaming Authority” means collectively, those international, federal, state, tribal, local, foreign and other governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials responsible for or involved in the regulation of gaming or gaming activities or the ownership of an interest in any person that conducts gaming in any jurisdiction;
5.1.2. “MLS Data” means the Sportradar Content in relation to MLS Events;
5.1.3. “MLS Entity” means SUM, Player Development, LLC, Pro Soccer Development, L.P., MLS Canada LP, MLS, its professional member clubs, and any of their respective related subsidiaries, entities and affiliates;
5.1.4. “MLS Rules” means (i) the MLS Constitution, (ii) the MLS Commercial Gaming Policy, (iii) the MLS Integrity Policy, (iv) each of the rules, regulations, memoranda, resolutions, policies, procedures, interpretations and directives of the MLS Board of Governors or the MLS Commissioner, as they may be adopted, amended or modified from time to time, and including any interpretation thereof or thereunder by the MLS Commissioner, as applicable;
5.1.5. “Personal Information” means (i) any data relating to an identified or identifiable natural person or that is otherwise regulated under applicable privacy and data security laws, to the extent such data is within the MLS Data; or (ii) any identifiable information about SUM’s or any other MLS Entity’s representatives, other personnel, agents, customers, potential and prospective customers, Major League Soccer players, contractors, managers, suppliers, and/or other natural persons, and family members of the foregoing; and
5.1.6. “SUM” means Soccer United Marketing, LLC.
5.2 The Client must exercise the rights granted with respect to the MLS Events under this Agreement in accordance with the MLS Rules and the Client acknowledges that such rights are subject and subordinate to the MLS Rules.
5.3 The Client agrees that (i) it will comply with, and, at all times, afford the same level of privacy protections required under, all applicable privacy and data security laws in relation to Personal Information, propriety information of MLS and MLS Data (collectively, “Protected Information”), (ii) it will cooperate with SUM with respect to SUM’s obligations under applicable privacy and data security laws, including without limitation by (1) assisting SUM in ensuring compliance with all obligations under applicable privacy and data security law, and (2) facilitating the exercise of any data subject’s right to access, correct, complete, receive copies of, or erase Personal Information of such data subject, or to opt out of direct marketing, profiling, automated decision making, or other processing, of all the foregoing to the extent that obligations are imposed on the Client by applicable privacy and data security law and within the time frames and via methods required by those laws. The Client shall not process Personal Information except for the business purposes authorised under the Agreement. The Client shall enter into any additional agreements required by applicable privacy and data security laws or otherwise requested by SUM from time to time to enable compliance with the same.
5.4 The Client will not transfer Personal Information out of the jurisdictions in which it was collected except pursuant to written instructions from SUM.
5.5 In the event that any processing of Protected Information as permitted under the Agreement does violate applicable privacy and data security law, Sportradar may temporarily or permanently suspend delivery of such Protected Information to the Client, solely to the extent necessary to avoid such a violation of the same.
5.6 The Client shall implement and maintain a comprehensive and effective written information and data security program and reasonable security practices and procedures appropriate to the nature of the Protected Information, which policies, practices and procedures shall: (i) meet or exceed recognised industry standards (e.g., the UK Gambling Commission’s Technical Standards, ISO 27001 or NIST Cybersecurity Framework); and (ii) include appropriate administrative, technical, organisational and physical safeguards to identify, assess and protect against any reasonably foreseeable anticipated or actual threats or hazards (whether internal or external) to the security or integrity of Protected Information, and against the loss, unavailability, destruction, theft, unauthorised access, use, alteration, disclosure or other processing of Protected Information or other breach of security safeguards.
5.7 The Client shall advise Sportradar promptly, without undue delay, and in any event within forty-eight (48) hours, in the event that it confirms there has been a loss, theft or unauthorised access to, risk to, or use or disclosure of, or any data security breach or other security breach relating to or affecting, Protected Information, it determines it can no longer satisfy the requirements of clauses 5.3 to 5.11; or it learns that any person who has had access to Protected Information has violated the terms of clauses 5.3 to 5.11. The Client shall, at its own expense, promptly, without undue delay, and in any event within forty-eight (48) hours, report to Sportradar the nature and amount or records of the Protected Information affected and the number, identity and contact information of data subjects about whom Personal Information was affected, and cooperate with Sportradar in investigating and responding to the foregoing, notifying affected individuals and/or regulatory authorities as required by law, and seeking injunctive or other equitable relief against any such person or persons who have violated or attempted to violate the security of Protected Information.
5.8 The Client hereby agrees to indemnify, defend and hold harmless Sportradar, SUM, the MLS Entities and their affiliates harmless from and against any and all losses arising out of or resulting from any third party demand, suit, action, claim, investigation, or other proceeding (including claims or investigations by any governmental agency, entity or organisation) (collectively, “Claims”) arising from or in connection with a data security breach due to any failure by the Client or its employees, subcontractors or agents to comply with any of its obligations under this Agreement and/or applicable privacy and data security laws. The Client’s obligations set forth in this section 5.9 shall not apply with respect to Claims to the extent: (1) arising primarily out of or in connection with any act or omission taken by or on behalf of SUM or its representatives in breach of its agreement with Sportradar; (2) arising primarily out of or in connection with SUM’s or its representatives’ violation of Applicable Law; or (3) that SUM is obligated to indemnify Sportradar for such Claim. The remedies set forth in this clause 5.8 shall be in addition to any other remedies available to SUM at law or in equity.
5.9 Promptly upon Sportradar’s request, the Client shall provide Sportradar with access to or delivery of the Protected Information, or any portion thereof identified by Sportradar, being stored, processed or transmitted or otherwise in the Client’s possession or control or that of its agent or contractor, in a structured, commonly used, industry standard format.
5.10 The Client shall retain Protected Information only for as long as necessary to fulfil the purpose of this Agreement. As soon as possible after any Protected Information (or a portion thereof) is no longer needed by the Client to fulfil its obligations hereunder, and in any event upon termination of the Agreement for any reason, but subject to any records retention requirements instructed by Sportradar: (i) all electronic copies of the Protected Information in the Client’s possession or control shall be deleted in a manner that makes the Protected Information non-readable and non-retrievable, (ii) all physical copies of such Protected Information in the Client’s possession or control shall be returned to Sportradar by the Client, or at Sportradar’s request destroyed, and (iii) the Client will certify to Sportradar, in writing, that the Client has complied with its obligations under clauses 5.9 to 5.11.
5.11 Sportradar has the right to request the Client implement reasonable and appropriate measures to remediate the unauthorised processing of Personal Information.
5.12 Sportradar may terminate this Agreement with respect to MLS Events if
5.12.1 the Client or any of its (or any of its affiliates’) employees, directors, officers, owners, advisors (including accountants, auditors and legal and financial advisors), agents and subcontractors (“Representatives”) violates any material MLS Rules (as determined by SUM);
5.12.2 the Client or any of its Representatives engages in activities that have a material negative effect on the business, reputation or public perception of SUM or any MLS Entity, even if such activity is legal;
5.12.3 a material (as determined by SUM) action by a Gaming Authority occurs with respect to the Client; or
5.12.4 an action by Gaming Authority occurs with respect to the Client and the Client fails to remedy such action within thirty (30) days of becoming aware of such action.
5.13 Any act or omission of any representative of the Client or other person who obtains access to any original rights holder IPR of MLS as a result of the access granted to the Client pursuant to this Agreement will be deemed to be the act or omission of the Client for which the Client will be responsible and liable.
5.14 Except for the rights expressly granted to the Client in this Agreement with respect to the MLS Events, the Client acknowledges and agrees that: (a) SUM does and shall own any and all rights, title and interest as may subsist in or may be acquired in or in connection with any of the original rights holder IPR of MLS; and (b) SUM reserves all rights not expressly granted herein and SUM grants no implied licenses in or to any original rights holder IPR of MLS. If the Client acquires any rights in or to the original rights holder IPR of MLS by operation of law or otherwise, the Client shall and does hereby irrevocably and perpetually assign (and shall procure that all its relevant Representatives irrevocably and perpetually assign) such rights, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of any Intellectual Property Rights therein or thereto, to SUM or its designee without further action by either party or payment to the Client (or any of its relevant Representatives). The Client agrees that it will not, during the Term or at any time thereafter, make application for or aid or abet others to seek registrations or recordings in any state of the United States, any United States governmental agencies, or in any other country of any Intellectual Property Rights that includes any original rights holder IPR of MLS, any variation thereof, any imitations thereof or anything confusingly similar thereto, alone or in combination, except with the express prior written permission of SUM. The Client agrees that it will not, during the Term or at any time thereafter, contest SUM’s exclusive rights to the original rights holder IPR of MLS, challenge the validity or enforceability of any original rights holder IPR of MLS, or aid or abet others do so. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client or any other person any right, title or interest in or to any original rights holder IPR of MLS.
5.15 The Client acknowledges that the rights do not include the right to use any rights with respect to MLS players, coaches or other personnel which includes, but is not limited to, any MLS player’s, coach’s, or other personnel member’s likeness, picture, image, photograph, portrait or performance (whether such picture, image, photograph, portrait or performance is still, motion, video, digital, high definition, or any other medium now known or hereafter developed), name or nickname, signature or facsimile thereof, voice, identifiable attributes or any colourable imitation or adaptation thereof or biographical data.
5.16 The Client acknowledges that: (a) a breach or threatened breach of any of the rights relating to MLS Events would give rise to irreparable harm to SUM for which monetary damages would not be an adequate remedy; and (b) if a breach or a threatened breach by or on behalf of the Client of any such obligations occurs, SUM will, in addition to any and all other rights and remedies that may be available to SUM at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.
5.17 The Client acknowledges and agrees that SUM is an intended third party beneficiary of this Agreement with respect to MLS Events, and as such SUM has the independent right to enforce directly the terms of this Agreement with respect to MLS Events.
5.18 The Client will not exploit any rights granted hereunder: (a) in a way that compromises or reflects unfavourably upon the good name, goodwill, reputation or image of SUM, any MLS Entity, any MLS team, or any MLS player, or: (b) in any manner that may result in the unauthorised use of any original rights holder IPR of MLS.
5.19 The Client shall not insert closed captions into any MLS Event footage unless and to the extent required by Applicable Laws to do so.
5.20 The Client will cause the MLS Event footage to be displayed in its entirety and only on a “live” real-time basis (e.g., no replays, pauses, fast-forwards or re-winds) and only via a video player on the Client Website or Client App.
5.21 The Client is prohibited from offering, any betting on negative player (or team) outcomes where a player or team member can control the outcome of play at an MLS Event by poor player performance, for example (and without limitation) by (i) missing a penalty kick; or (ii) by an individual getting a red card. The Client shall immediately withdraw any such odds or products from the market upon notice from Sportradar and/or SUM and Sportradar shall deliver any such notice as soon as reasonably practicable (but in any event within two (2) Business Days upon SUM’s request).
5.22 [ONLY APPLICABLE IF TERRITORY INCLUDES NORTH AMERICA]
The Client must at all times remain fully in compliance with the terms of the American Gaming Association’s Gaming Code of Conduct.
6. Football Australia Restrictions
Client shall
6.1. not offer and/or provide any betting services in Australia; and
6.2. operate from a jurisdiction where sports betting is legal; and
6.3. not market any footage to Australian residents; and
6.4. have reasonable responsible gambling protocols in place in accordance with their applicable gaming licenses; and
6.5. only offer and/or provide any betting services and/or bet types in accordance with their respective licenses, which shall at all time comply with common industry standards, and which shall not violate public policy or be against good manners; and
6.6. promptly notify (subject to any Applicable Laws and the terms of any of their applicable gambling licenses) Sportradar if they become aware of suspicious betting odds movement or suspicious bets placed; and
6.7. cooperate with any requests by the original rights holder and provide Sportradar with a contact to facilitate information sharing in relation to the original rights holders investigations and integrity activities e.g. if the original rightsholder has a legitimate integrity concern with a match on which Client is offering markets.
