Appendix WTA Addendum
WTA Betting Addendum
This WTA Betting Addendum (“WTA Addendum”) is entered into by and between the Parties and governs Sportradar’s license of the Women’s Tennis Association (“WTA”) Services (referred to herein as “WTA Data”) to Customer. This WTA Addendum is incorporated into by reference, is governed by, and forms and integral part of the Services Agreement under which Sportradar licenses WTA Data to Customer (the “Services Agreement”), and will run conterminously with such Services Agreement. All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Services Agreement. To the extent of any conflict between the terms of the Services Agreement and this WTA Addendum, this WTA Addendum shall prevail.
1. The Customer may not assign or sublicense the Services Agreement with respect to the WTA Data, or any of its rights or obligations thereunder.
2. The Customer shall not supply or resell any WTA Data except to its own customers for the purpose of personal, private use of the same.
3. The Customer shall:
(i) hold and maintain all appropriate regulatory licenses for the duration of the Services Agreement;
(ii) comply with all applicable laws;
(iii) monitor the use of the WTA Data;
(iv) promptly report all suspicious WTA Matches and activity to Sportradar (and Sportradar shall report the same on to the WTA and/or the Tennis Integrity Unit (“TIU”) or its successor-in-interest);
(v) enter into an TIU “Memorandum of Understanding” with the TIU, if not already a party thereto, within twelve (12) months of the date of signature of its Services Agreement, unless the sharing of information pursuant to the TIU Memorandum of Understanding is prohibited by applicable laws, the TIU receives the relevant information from another source, or the TIU otherwise deems the TIU Memorandum of Understanding to be unnecessary, and upon becoming party thereto, the Customer shall comply with the terms of its TIU Memorandum of Understanding;
(vi) if not a party to a TIU Memorandum of Understanding, use reasonable efforts to make available to the TIU any information that the TIU reasonably requests; and
(vii) permit Sportradar to conduct an audit to ensure to ensure compliance with the terms of the Services Agreement as it relates to this WTA Addendum.
4. The Customer shall comply with any directive of the WTA and/or Sportradar that is based on a reasonable request by WTA to discontinue the use or supply of WTA Data with respect to a particular WTA match or any WTA player. Sportradar may be required to issue such a directive by the WTA and/or the TIU where, in the opinion of the WTA and/or the TIU, the continued supply of WTA Data would risk potentially facilitating a corruption offence under the Tennis Anti-Corruption Program (“TACP”) by or with respect to the relevant WTA match or WTA player.
5. The Customer shall not combine any WTA unofficial data (or any unofficial data concerning ITF events, ATP events, or Grand Slams) with any WTA Data or any derivatives thereof. In the event that the WTA or Sportradar receives a report of any issue under this paragraph 5, the Customer acknowledges that Sportradar is required to (and may) promptly report the same to the WTA and TIU. For the avoidance of doubt this shall not prevent the Customer from collecting/using/storing unofficial data from other tennis events as long this data is not combined inseparably with WTA Data (e.g. within a new database).
6. The Customer shall not replicate or use any trade mark, badge, insignia or logo owned or used by the WTA or any of its partners or any WTA tournament without the prior written consent of the appropriate owner of such a trade mark, badge, insignia or logo.
7. The Customer shall not directly or indirectly imply a sponsorship, association or endorsement between the WTA (or any of its affiliates), any WTA event or any WTA player, on the one hand, and the Customer or any of its Affiliates (or otherwise any third party (or its or their brand(s), products and/or services), on the other hand.
8. The Customer:
(i) acknowledges that as such intellectual property rights exist (to the extent that they do exist) in the WTA Data (or any other derived data points therefrom) do not belong to it; and
(ii) shall not claim or assert any intellectual property rights in the WTA Data (or any other WTA Data).
9. The Customer shall pay all amounts payable under the Services Agreement in a timely manner.
10. The Customer shall agree and acknowledge that, in addition to the Sportradar’s rights to terminate and suspend the supply of the WTA Data Live Service pursuant to its other termination and suspension rights under the Services Agreement, Sportradar may (without liability and without prejudice to any other rights or remedies available to it) terminate this Addendum and the supply of WTA Data to Customer, or, as applicable, suspend the supply of the WTA Data Live Services to the Customer by written notice to the Customer:
(i) if the Customer:
(a) is or becomes a “Prohibited Person”, which shall be defined as:
(1) any entity or individual identified by the WTA or TUE from time to time to Sportradar as then-currently:
i. engaged in the collection, publication or other exploitation of material that would reasonably be expected to have a material adverse effect on the reputation of the WTA or any WTA event, WTA match, or WTA player, or the integrity of such WTA events or WTA matches for betting purposes;
ii. the subject of an investigation or proceeding for betting-related corruption or betting-related criminal offence or any other materially significant betting integrity-related investigation brought by the TIU or any relevant betting-integrity, governmental, regulatory or gaming authority;
iii. an adverse party in litigation or arbitration involving the WTA or any WTA event in respect of WTA unofficial data or betting in connection with the WTA or a WTA event or WTA match;
iv. the subject of legal or disciplinary proceedings brought by the International Tennis Federation (ITF), ATP Tour, Inc. (ATP), or Grand Slams in respect of any unauthorized in-stadium collection of unofficial data pursuant to such governing body’s rules with respect thereto;
v. suspended or serving a suspension under the WTA rules or the TACP, or
vi. unless otherwise permitted by the WTA, an individual or entity that was, at any time, sanctioned under the WTA rules or TACP; or
(2) any entity or individual that:
i. has been convicted of betting-related corruption, betting-related criminal offence or a criminal offence of moral turpitude by the TIU or any relevant betting-integrity, governmental, regulatory or gaming authority
ii. is then the subject of an investigation or a proceeding for betting-related corruption or a betting-related criminal offence or any other materially significant betting integrity-related investigation brought by the TIU or any relevant betting-integrity, governmental, regulatory or gaming authority; or
iii. has a current sanction from any relevant betting-integrity, governmental, regulatory or gaming authority as to a material violation or series of violations that could reasonably be expected to call the applicable person or entity’s betting-related integrity into question.
(b) challenges or contests the WTA’s ownership of intellectual property rights in the WTA marks or the existence of intellectual property rights in or to any WTA Data; or
(c) unreasonably refuses to enter into a TIU Memorandum of Understanding, is in material or persistent breach of its TIU Memorandum of Understanding, or otherwise refuses to cooperate in good faith with any integrity-related request or directive of Sportradar or the TIU;
(ii) where so required by Sportradar and/or the WTA; or
(iii) if Sportradar’s agreement as a rights-holder ends early for any reason.
Thereafter, the Customer acknowledges that Sportradar may not enter into a further agreement with the Customer or, as applicable, lift or adjust any suspension without the prior written consent of the WTA.
For the avoidance of doubt, the Customer will not be relieved of or discharged from its liability to pay any and all fees in full to Sportradar as a result of any exercise by Sportradar and/or the WTA of its rights pursuant to this paragraph 10.
11. The Customer shall comply with all revenue reporting obligations necessary and as designated under the Services Agreement, if applicable.
12. With respect to this WTA Addendum, Sportradar and Customer hereby acknowledge and agree that the WTA is a third-party beneficiary of this Services Agreement, including these terms, and that, upon Customer’s acceptance of the Services Agreement, the WTA will have the right (and will be deemed to have accepted the right) to enforce this WTA Addendum against Customer as a third-party beneficiary hereof.
13. The Customer shall at all times comply with the WTA Rules and the TACP.
14. The Customer shall represent, warrant and undertake that:
(i) as at the date of signature of the Services Agreement:
(a) none of the activities or circumstances described in subparagraphs (i) to (vi) of paragraph (1) of the definition of ‘Prohibited Person’ apply to it; and
(b) it is not an entity to which paragraph (2) of the definition of ‘Prohibited Person’ applies; and
(ii) it will promptly notify Sportradar in the event that, at any time during the term of the Services Agreement:
(a) any of subparagraphs (i) to (vi) of paragraph (1) of the definition of ‘Prohibited Person’ apply, or are likely to apply, to it; and/or
(b) it becomes, or is likely to become, an entity to which paragraph (2) of the definition of ‘Prohibited Person’ applies.
15. The Customer shall expressly agree and acknowledge that without prejudice to the generality of paragraph 8 above:
(i) except for the limited rights and licenses expressly granted under the Services Agreement, nothing in the Services Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any other person any right, title or interest in or to any WTA intellectual property;
(ii) it shall, and does hereby, irrevocably, perpetually and unconditionally assign absolutely to the WTA any and all right, title and interest in or to all WTA IP, 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;
(iii) any and all goodwill generated from the Customer’s use of WTA IP will inure to the benefit of the WTA, and the Customer and does hereby irrevocably, unconditionally and absolutely assign such goodwill to the WTA;
(iv) it shall not exploit or authorise others to exploit the intellectual property rights of any WTA tournament or WTA player (including her name, photograph, likeness, signature, voice, picture or biographical information; and
(v) the Customer shall not have any power to bind the WTA to any terms and conditions in any not contained in this WTA Addendum.