General Conditions

1. EFFECT OF THESE GENERAL CONDITIONS
   • These General Conditions, together with the Commercial Terms incorporating these General Conditions, set out the only terms and conditions on which Licensee may request that and which Highlight Games agrees to supply the Sports to Licensee.
   • Specific details relating to the Sports and any related services or deliverables to be delivered to and/or used by Licensee are set out in the Commercial Terms which, when signed, become binding and effective between Highlight Games and Licensee and into which Commercial Terms these General Conditions shall be deemed to be effectively incorporated in.
   • Where either the Commercial Terms and/or these General Conditions refer to the expression “Agreement”, it means the Commercial Terms together with these General Conditions.
2. DURATION
   • This Agreement commences on the Commencement Date and continues in force for the Term (as set out in the Commercial Terms) unless otherwise terminated earlier in accordance with its terms.
3. DELIVERY OF THE SPORTS
   • In respect of each Sport licensed by the Licensee under this Agreement (as set out in the Commercial Terms or otherwise agreed to be provided in accordance with clause 2), Highlight Games shall use reasonable endeavours to:
     • deliver the Sports to the Licensee configured to the requirements of the applicable Operating Modes, Environments, and the applicable Specification (and any associated Documentation) by the Delivery Date, provided that time is not of the essence in respect of any such obligation; and
     • subject to the Licensee complying with clause 6, give reasonable assistance to the Licensee to assist the Licensee to integrate the Sports into and on the Platform as soon as reasonably practicable following the Commencement Date aimed at ensuring the Licensee is able to achieve the Launch Date (if specified in the Commercial Terms). Where no Launch Date is expressly provided for in the Commercial Terms, the parties will work together to achieve Launch within a reasonable period following the Commencement Date.
   • If the Licensee wishes at any time to order any new Sports (other than those set out in the Commercial Terms) from Highlight Games, the Licensee shall notify Highlight Games in writing. Subject in any event to Highlight Games being permitted to licence such requested Sports in (as requested) the relevant jurisdiction, Environment, and/or Operating Mode, the parties shall negotiate in good faith to agree the terms of such order in accordance with clause 8.
4. ACCEPTANCE
   • No later than the date 10 Working Days from the date on which Highlight Games delivers a Sport to the Licensee, the Licensee shall perform Acceptance Tests in respect of the Sport. Highlight Games shall if requested give the Licensee all reasonable assistance in performing such Acceptance Tests.
   • Licensee is responsible to ensure that the Acceptance Tests are suitable and no more than necessary to demonstrate that the Sport(s) operate materially in accordance with the Specification in the Environment and in accordance with the Operating Mode.
   • Subject to clause 2, if the Acceptance Tests result in any failure of the Sport(s) to operate materially in accordance with the Specification in the Environment and in accordance with the Operating Mode, the Licensee shall no later than 10 Working Days from the date of performance of such Acceptance Tests notify Highlight Games of any such failure and Highlight Games shall as soon as reasonably practicable resolve any Defects with the Sport and (in Highlight Games’ entire discretion) deliver a fix to the Licensee or replace the Sport. The Licensee shall promptly conduct and complete repeat Acceptance Tests on the Sport on the same terms but in any event no later than 5 Working Days thereafter and shall confirm to Highlight Games whether the Sport has been accepted or whether a Defect still exists. The procedure set out in this clause 4.3 shall be repeated until either the Sport operates materially in accordance with the relevant Specification in the Environment and in accordance with the Operating Mode and is accepted or the Sport is deemed accepted in accordance with clause 4.4.
   • In the event that:
     • the Licensee uses a Sport or any part thereof in a commercial environment, i.e. where Customers are permitted to place Bets on the same (which for the purposes of this clause does not include Customers participating in an agreed test environment); or,
     • the Licensee fails to notify Highlight Games of any failure of the Acceptance Tests in respect of a Sport in accordance with clause 3; or,
     • the Licensee fails to notify Highlight Games of any further failure of the repeat Acceptance Tests in respect of a Sport of a Sport within 5 days after completion of a fix or replacement pursuant to clause 3,

then without prejudice to Highlight Games’ obligations to provide the Support Services in respect of any Defect in accordance with the terms of this Agreement, the Sport shall be deemed to have been Accepted.

• The Licensee shall issue an Acceptance Certificate within 5 Working Days after the Sport has passed the Acceptance Tests and will be deemed to have done so upon a Sport being Accepted pursuant to clause 4.

5. LICENCE AND INTELLECTUAL PROPERTY
   • Highlight Games (or its licensors) shall retain all ownership of any Intellectual Property Rights in the Sports, Materials, and, Documentation provided pursuant to this Agreement. The Licensee by way of present and future assignment, hereby assigns any and all Intellectual Property Rights which may vest in the Licensee in and to the Sports, Materials, and Documentation to Highlight Games.
   • In respect of the Territory, Highlight Games hereby grants the following licences to the Licensee with effect from the applicable Acceptance Date for the relevant Sport:
     • the non-exclusive, non-sublicensable, non-transferable, revocable right during the Term to Operate the Sports via the Operating Modes in the Environments as set out in the Commercial Terms; and
     • the non-exclusive, non-sublicensable, non-transferable, revocable right during the Term to grant to Customers such licences as are necessary to enable such Customers to Bet on the Sports made available by the Licensee in accordance with clause 2.1,

(the “Licensed Rights”).

• Highlight Games shall be entitled to use the trade names, trademarks and/or logos of Highlight Games and/or its Affiliates in any Sports.
• Except as stated in the Commercial Terms, nothing in this Agreement shall restrict or prevent Highlight Games from granting, or entering into negotiations to grant, to any third party any licence to use the Sports. All rights in and to the Sports, or any trademarks, service marks, logos or trade names belonging to Highlight Games or its licensors which are not expressly granted to the Licensee under this Agreement are hereby reserved to Highlight Games.

6. LICENSEE’S OBLIGATIONS
   • During the Term, the Licensee shall:
     • comply with all laws and regulations relating to Operating the Sports and the Betting on the Sports by Customers in accordance with the Licensed Rights;
     • immediately notify Highlight Games of any changes in such laws and/or regulations as referred to in clause 1.1;
     • obtain and maintain all necessary licences and permits required to Operate the Sports and to permit Customers to Bet on the Sports in accordance with the Licensed Rights;
     • from the Launch Date Operate each Sport via the Operating Mode in the permitted Environment in order to maximise the Net Win earned from the Sports for the benefit of both parties, and in any event, and subject always to any agreed Launch Date which is earlier, Launch the Sports within 20 Working Days of the Acceptance Date;
     • only use and Operate the Sports in strict accordance with the terms of this Agreement, ensuring that only Customers Bet on the Sports (in each case) in accordance with the Licensed Rights;
     • not actively promote, market or Operate a Sport in the Online or Mobile Environments to Customers located whether inside or outside of the Territory;
     • co-operate with Highlight Games and take all such action and perform all such services as are necessary to integrate the Sports on and with the Platform and thereafter following Launch maintain the Platform and ensure that it remains interoperable with the Sports;
     • (except with the express written authorisation of Highlight Games) not:
       • change, alter or edit or in any way interfere with the Sports (including removing or tampering with any trade names, trademarks, branding or other Intellectual Property Rights of Highlight Games or its licensors);
       • merge the Sports with other data, programs or systems save to the extent permitted by law or otherwise as set out in this Agreement;
       • combine the Sports with any other software or other material the contents of which will infringe or may result in a claim for infringement of the rights of Highlight Games, its licensors or any third party (including Intellectual Property Rights);
       • save as permitted by law, not adapt or reverse compile the whole or any part of the Sports; or,
       • copy or disclose the Sports save as necessary for operational and reasonable backup purposes, and maintain a full and accurate record of such copying and disclosure, and produce such record to Highlight Games on request from time to time upon reasonable notice, and take all reasonable measures, whether technical or procedural or otherwise, to prevent copying by any third party;
     • take all reasonable steps and precautions to ensure the protection, health and safety of Highlight Games’ personnel whilst at any premises of the Licensee;
     • co-operate with Highlight Games in all matters relating to this Agreement, including complying with Highlight Games’ reasonable technical instructions, and use its best endeavours promptly to provide Highlight Games on request with all information and assistance that Highlight Games may reasonably require in order that Highlight Games may perform its obligations under this Agreement;
     • not charge or encumber or allow a lien to arise in relation to the Sports or grant any licence or sub-licence in respect of the Sports save as expressly permitted by this Agreement;
     • use industry standard measures to prevent the introduction of any virus, technical defect or bug into the Platform or Sports;
     • not make or give any warranties, guarantees or representations concerning the Sports other than those contained in this Agreement or expressly authorised by Highlight Games in writing.

7. FEES, PAYMENTS AND INVOICING
   • Highlight Games shall be entitled to invoice the Licensee in respect of any amounts specified in the Commercial Terms which are not Revenue Share Fees in accordance with the relevant payment terms provided for such amounts set out in the Commercial Terms.
   • From the Launch Date and throughout the remainder of the Term, Highlight Games shall be entitled to invoice the Licensee in respect of the Revenue Share Fees as follows:
     • within 5 Working Days after the end of each calendar month following the Launch Date, the Licensee will produce and send a statement to Highlight Games setting out:
       • the number of Bets and associated stakes;
       • the winnings and prizes paid out to Customers;
       • the amount (if any) of agreed free bets;
       • the amount of gross profit tax (if any) and any other gaming or betting tax levied and properly payable in respect of such Bets;
       • the amount of Net Win generated by the Sports; and,
       • the Revenue Share Fees due to Highlight Games,

all in respect of the that applicable month (the “Statement”).

• upon receipt of the Statement Highlight Games shall raise an invoice for the Revenue Share Fees shown to be due to Highlight Games pursuant to such Statement.

• In the event of any failure by the Licensee to provide the Statement in respect of a particular month(s) in accordance with clause 2.1 Highlight Games may invoice the Licensee in respect of the relevant month which shall be calculated by reference to the rolling average of the Revenue Share Fees for the last 3 months (or, if relevant, shorter period in the case where less than 3 months has elapsed since the Launch Date) in which a Statement has been provided. In such a case, nothing in this clause 7.3 shall act as a waiver of Licensee’s obligations in clause 7.2.1 and Licensee shall provide the outstanding Statement(s) without further delay. Upon receipt of the outstanding Statement(s), Highlight Games shall reconcile the outstanding Statement(s) with the invoice(s) issued pursuant to this clause 7.3 and shall:
  • (in the event of any overcharging of the Revenue Share Fees pursuant to such invoice(s)) deduct the amount actually overpaid from the next relevant invoice in respect of the Royalty Fees due under this Agreement; or,
  • (in the event of any undercharging of the Revenue Share Fees pursuant to such invoice(s)) add the amount actually underpaid to the next relevant invoice(s) or (at Highlight Games’s option) issue an invoice to the Licensee in respect of the underpayment.
• The Licensee shall pay all Revenue Share Fees due within 5 Working Days of the end of the applicable month in which the Revenue Share Fees accrued. In the event of any non-payment of any such Revenue Share Fees within such period, Highlight Games may (at its discretion):
  • suspend this Agreement, the Licensed Rights, and the performance of any services related thereto until payment is made in full by the Licensee (including any interest due pursuant to clause 8); or,
  • terminate this Agreement immediately by notice in writing to the Licensee, such termination being without prejudice to any other rights or remedies in respect of such failure to pay by the Licensee.
• Subject to clause 4, the Licensee shall pay all amounts due under this Agreement within 30 days of the date of the applicable invoice.
• All amounts payable under this Agreement are exclusive of any VAT, withholding or any similar taxes, which will be paid by the Licensee at the rate and in the manner for the time being prescribed by law.
• All amounts owed by the Licensee to Highlight Games under this Agreement shall be paid without deduction, withholding or set-off.
• Highlight Games shall be entitled to interest on any monies payable but not paid by the due date from that date until actual payment at the rate of 5% per annum above the base rate (or any similar equivalent from time to time) of the Bank of England prevailing from time to time (calculated daily).

8. RECORD KEEPING AND AUDIT RIGHTS
   • The Licensee shall maintain, in accordance with current accounting and legal requirements in the Territory, proper books of accounts and such other records as are reasonably necessary to enable Highlight Games to verify the contents of the Statement and the Revenue Share Fees payable to Highlight Games under this Agreement.
   • The Licensee shall at any time upon reasonable notice make available for examination and/or auditing by Highlight Games and/or its professional advisors all accounts, books and records maintained and held by the Licensee (or on its behalf by professional advisors) which relate to the Sports, Net Win and Revenue Share Fees payable to Highlight Games under this Agreement. If it is established from such audit that the Net Win and/or the Revenue Share Fees have been understated by 5% or more then the reasonable and proper cost of such audit shall be borne by the Licensee. In the event that it is established that there has been an underpayment to Highlight Games of Revenue Share Fees then the Licensee shall pay to Highlight Games in full and upon demand an amount equal to the difference between the amount of Revenue Share Fees actually paid to Highlight Games and the amount of Revenue Share Fees properly due and payable to Highlight Games plus interest as calculated in accordance with clause 8.7.
9. SUPPORT SERVICES
   • In consideration of the payment of the Revenue Share Fees Highlight Games (or its third party contractor) shall throughout the Term provide the following support services to the Licensee (the “Support Services”) in accordance with the Support Terms.
   • Highlight Games shall not be responsible pursuant to this Agreement for maintaining, repairing or replacing any part of the Platform or any hardware (including without limitation any servers or any web servers) or any software that is not or is not part of the Sports.
   • The Support Services do not include work in respect of, and Highlight Games shall not be liable for, any Defect:
     • resulting from any modification of the Sports made by any person other than Highlight Games and its sub-contractors without Highlight Games’ prior written approval; or
     • in any version of the Sports other than the identified then current release;
     • resulting from use of the Sports contrary to Highlight Games’ Specification or stated operating instructions;
     • resulting from any Defect in or incorrect operation of the Platform, a website, or any hardware, software, or telecommunications equipment not provided by Highlight Games, including but not limited to any random number generator;
     • resulting from the failure of the Licensee to apply any fix or patch provided by Highlight Games or other failure to follow Highlight Games’ reasonable instructions; or
     • resulting from or prolonged by the Licensee’s failure to allow Highlight Games access to any systems for the purposes of carrying out such Defect resolution.
   • In the event that any Defect falls within one or more of clauses 3.1 to 9.3.6 (inclusive), Highlight Games shall carry out any necessary work at the Licensee’s written request and shall be entitled to charge the Licensee for such work on a time and materials basis at Highlight Games’ then standard rates.
10. REGULATORY REQUIREMENTS
    • The Licensee shall be solely responsible for the legality of Operating the Sports via the Operating Mode in the Environments. If a regulatory or government authority anywhere in the world instigates or threatens enforcement proceedings versus Highlight Games as a result of the performance of the terms and conditions of this Agreement, Highlight Games shall be entitled, in accordance with the process set out in this clause 10, to suspend this Agreement, the licences hereunder and the performance of any services related thereto (a “Suspension”).
    • Provided Highlight Games has not been mandated by a regulatory or government authority in writing to immediately implement a Suspension, Highlight Games shall notify the Licensee in writing of the proposed Suspension and provide the Licensee with 10 days to procure a legal opinion from a reputable law firm (“Opinion”) as to the validity of the claims or enforcement proceedings related to the Suspension and whether they are likely to be successful.
    • As soon as reasonably practicable following a review of the Opinion the parties will consult as to whether the Suspension is absolutely necessary or whether some form of variation to the Agreement might resolve the issue leading to the requirement for the Suspension.
    • If within 20 days of the receipt of the Opinion, the parties are unable to mitigate the risks relating to the Suspension, then Highlight Game shall be entitled to implement the Suspension. If at any time the regulatory enforcement proceedings relating to the Suspension cease and/or are otherwise terminate then, as soon as reasonably practicable thereafter Highlight Games shall remove the Suspension and recommence the provision of services and grant the respective licenses hereunder.
11. WARRANTIES
    • Each party warrants to the other that it has the full corporate right, power and authority to enter into this Agreement.
    • Each party warrants to the other party that it shall comply in all material respects with Applicable Laws, regulations and mandatory codes of conduct specifically provided to the other party in respect of the obligations set out in this Agreement.
    • Highlight Games hereby warrants to the Licensee that:
      • subject to the payment of the Revenue Share Fees and the terms and conditions of this Agreement, the Sports shall throughout the Term operate materially in accordance with the Specification and in accordance with any mandatory requirements set forward by a relevant regulatory authority. The Licensee’s remedy in respect of any breach of this warranty shall be the performance of the Support Services by Highlight Games in accordance with the terms and conditions of this Agreement;
      • it owns and/or has secured rights in the Materials to grant to the Licensee the rights granted under this Agreement and subject to performance by the Licensee of its obligations under this Agreement throughout the Term the Materials shall not infringe the Intellectual Property Rights of any third party;
      • it will not knowingly do or omit to do anything which is foreseeably likely to result in the invalidation of any of the licences and/or permits required lawfully to use the Sports for Betting.
    • The Licensee hereby warrants to Highlight Games that:
      • it shall only use the Sports, Materials, Documentation and associated Intellectual Property Rights in accordance with the terms and conditions of this Agreement and the reasonable instructions of Highlight Games;
      • it has not and shall not during the Term introduce or incorporate, or require Highlight Games to introduce or incorporate, any material into any part of the Sports that shall infringe the Intellectual Property Rights of any third party;
      • it shall comply in all material respects with all applicable laws, regulations and codes of conduct (whether statutory or otherwise) in respect of its obligations under this Agreement, and that all licences, permissions and consents required from time to time for carrying on its business have been obtained and are in full force and effect.

12. INTELLECTUAL PROPERTY INDEMNITY
    • Subject to the Licensee complying with its obligations pursuant to clause 4.1 and 11.4.2, Highlight Games shall, in its own name, defend any action brought claim made against the Licensee by reason of an infringement or alleged infringement of any Intellectual Property Rights subsisting in the Materials or any part thereof (“IPR Claim”) provided that:
      • the Licensee shall immediately notify Highlight Games in writing upon becoming aware of such action or claim;
      • Highlight Games shall have the exclusive conduct of the defence of such action or claim;
      • Licensee does not (nor permit any third party to) make any statement or do or omits to do any act which prejudices the defence or effective settlement of such IPR Claim and/or materially adversely affects the liability of Highlight Games in respect of such IPR Claim, nor make any statement which is otherwise prejudicial to Highlight Games or its ultimate licensors; and,
      • the Licensee shall give Highlight Games all assistance reasonably requested by Highlight Games in the defence of such IPR Claim.
    • Where a court grants an injunction arising out of such an IPR Claim preventing the Licensee’s use of the Sports or any part thereof (including where, in Highlight Games’ reasonable opinion, there is a substantial risk that such injunction may be granted), at Highlight Games’ request, the Licensee shall cease use of or access to the relevant affected Materials (and Highlight Games reserves the right to take whatever technical measures it deems appropriate to effect such cessation), and (without prejudice to the foregoing) Highlight Games shall at its option and expense either:
      • procure for the Licensee the right to continue using the Sports; or
      • replace or modify the infringing part of the Materials without affecting the functionality of the Sports so that the same is no longer an infringement (or alleged infringement) of the claimed Intellectual Property Rights; or
      • where the proposed terms of clause 2.1 or 12.2.2 are not available to Highlight Games on viable terms acceptable to Highlight Games, and without prejudice to the Licensee’s rights and remedies set out in this Agreement arising as a result of the action taken by Highlight Games, terminate this Agreement immediately on written notice to the Licensee.
    • Highlight Games will have no liability under or in connection with this Agreement in respect of any IPR Claim if the IPR Claim has arisen as a result of:
      • use of the relevant affected Materials in combination with hardware and/or software not supplied and/or previously approved in writing by Highlight Games, in the event that the IPR Claim would not have arisen without such combination;
      • any information, data, programs or materials furnished and/or specified by any the Licensee (or on its behalf) for use by Highlight Games in connection with the performance of its obligations under or in connection with this Agreement;
      • actions taken by Highlight Games at the specific request of the Licensee;
      • any actual or attempted unauthorised modification and/or enhancement of the relevant affected Materials other than by Highlight Games;
      • any failure of the Licensee to use replaced or modified parts of the affected Materials (including, without limitation, any updates, new versions and/or new or maintenance releases of the Sports and/or the Platform provided by Highlight Games or to use or implement recommendations in respect of or solutions to Defects previously advised or made available by Highlight Games where such use or implementation would have likely avoided the continuation of or would not have given rise to the IPR Claim;
      • use of the relevant affected Materials in a manner for which it was not designated or otherwise intended and/or other than in accordance with the Specification and/or Documentation and/or (where relevant) the terms authorising use as set out in this Agreement where proper use would have likely avoided the continuation of or would not have given rise to the IPR Claim; or,
      • breach by the Licensee of its obligations under this Agreement where such IPR Claim would not have arisen other than as a result of such breach.
    • The foregoing clauses 1 to 12.3 states the entire liability, and sole and exclusive obligation, of Highlight Games under or in connection with this Agreement in respect of any claim which may be made by the Licensee in connection with or as a result of an IPR Claim. This clause 12.4 is also subject to clause 14.
    • The Licensee shall indemnify and keep indemnified Highlight Games in full against any and all claims, liabilities, actions, proceedings, costs, expenses, losses, damages and demands arising out of any breach by the Licensee of any of its warranties in clauses 4.1 to 11.4.3.
    • In the event that any claim is made by any third party against Highlight Games by reason of an infringement or alleged infringement of an Intellectual Property Right in the Sports or any other action or claim (in each case) as a result of a breach by the Licensee of clause 4.1, the Licensee shall defend any such claim and shall pay the reasonable costs and damages (whether finally awarded or otherwise agreed to be paid by way of settlement of the claim) which are incurred by Highlight Games arising out of such action or claim.
13. CONFIDENTIALITY
    • Each Party agrees in respect of Confidential Information:
      • to keep such Confidential Information in strict confidence;
      • not to use such Confidential Information save for exercising its rights and/or complying with its obligations under this Agreement;
      • not to disclose the same to a third party other than a party’s permitted contractors, agents or professional advisers in accordance with clause 1.4 ; and,
      • to restrict any disclosure of Confidential Information to such of its employees, contractors, agents or professional advisers who need to know the same solely for the purposes of the performance of their duties as envisaged by this Agreement and provided always that such employees, contractors, agents or professional advisers are made aware of the confidential nature of the Confidential Information.
    • Clause 1 shall not apply in respect of Confidential Information or any part thereof which is in or becomes in the public domain (except through a breach of the obligations under this Agreement) or where disclosure of such Confidential Information is required by applicable law or any other government or regulatory organisation provided that, if practicable, the party required to make such disclosure first consults and takes into account the reasonable requirements of the other party.
    • Each party will establish and maintain measures and procedures as are reasonably practicable to provide for the safe custody of the other party’s Confidential Information and to prevent unauthorised access thereto.
    • No announcement, press release or other public statement in connection with this Agreement or its subject matter will be made or issued by or on behalf of a Party to this Agreement without the prior written consent of the other Party.
    • The obligations of confidentiality set out in this clause 13 and any other relevant terms referencing Confidential Information and how it shall be treated (in each case) shall survive the termination.
14. LIMITATION OF LIABILITY
    • Neither party excludes its liability to the other under this Agreement for:
      • personal injury or death resulting from negligence;
      • for any matter which it would be illegal to exclude liability or to attempt to exclude liability for;
      • for fraud (including fraudulent misrepresentation);
      • for wilful breach or,
      • the payment of any Fees which are due and payable in accordance with this Agreement (which, for the avoidance of doubt, shall construed separately to and shall not be included within the limitations set out in clause 3).
    • Except as set out in this Agreement, Highlight Games excludes all conditions and warranties whether express or implied, statutory or otherwise.
    • Subject to clause 1 and except for any liability arising under clause 12.4 and in respect of any amounts payable by the Licensee to Highlight Games, in any Year, the liability of each party to the other (whether for breach of contract, misrepresentation, tort (including negligence and breach of statutory duty) or otherwise) arising under or in connection with this Agreement, shall not exceed in aggregate an amount equal to the lower of:
      • £500,000; or
      • the aggregate of the Revenue Share Fees together with any other Fees paid or (to the extent due and outstanding) payable by the Licensee to Highlight Games pursuant to this Agreement in the Year in which the claim occurred.
    • Subject to clause 1, Highlight Games excludes any and all liability for any loss or damage arising from or in connection with the use by the Licensee of a random number generator save to the extent that such loss or damage is caused by the negligent acts or omissions of Highlight Games or its employees or sub-contractors.
    • Subject to clause 1, Highlight Games shall not be liable to the Licensee for:
      • any economic loss, including:
        • loss of profits;
        • loss of business;
        • loss of opportunity;
        • loss of contract;
        • loss of goodwill;
        • loss of anticipated savings;
        • loss of use or value of any equipment including software;
        • loss of data;
        • wasted management or other time;

and

• any indirect, special or consequential loss

(in each and every case) howsoever arising and irrespective of whether Highlight Games has been advised, knew or should have known of the possibility of such loss.

15. TERMINATION
    • Either party may by written notice terminate this Agreement immediately if:
      • the other party (the “Defaulting Party”) is in material breach of any of the terms of this Agreement and, where the breach is capable of remedy, the Defaulting Party fails to remedy such breach within 30 days after service of a written notice from the party not in default, specifying the breach, and requiring it to be remedied;
      • the Defaulting Party:
        • ceases to trade (or threatens to do so);
        • is (or admits to being) unable to pay its debts as and when they fall due (or deemed to be unable to pay in accordance with applicable laws);
        • is subject to an order, or a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for the winding-up, administration or dissolution of the Defaulting Party or any holding company of the Defaulting Party (other than a members’ voluntary liquidation solely for the purpose of solvent amalgamation, reconstruction, reorganisation, dissolution, merger or consolidation); or
        • has any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of it, or any part of its business or assets; or
        • or otherwise is the subject of any insolvency or similar proceedings in consequence of debt including voluntary arrangement, receivership, administration, liquidation, winding up in whatever jurisdiction (save for the purpose of a voluntary reconstruction or amalgamation); or,
        • breaches clause 16;
      • save in respect of clause 4, the Licensee’s licence, permit or approval to Operate the Sports in accordance with the Licensed Rights is revoked or terminated for any reason by a regulatory authority (a “Regulatory Event”), provided that:
        • such termination is only in respect of a licence, permit or approval that is revoked or terminated; and,
        • the Licensee specifies the reason behind such Regulatory Event;
      • at any time during the Term the Operating of or Betting on a Sport is declared or becomes illegal for any reason, provided that in the first instance both parties shall meet to discuss the possibility of altering the Sport so that it will comply with any relevant laws and/or regulations. If such alterations are commercially viable the parties shall agree such amendments as are necessary to provide the Licensee with a compliant Sport, including agreeing any relevant commercial terms as part of a variation to this Agreement in accordance with clause 8.
    • Following the expiry or earlier termination of this Agreement:
      • the Licensee shall immediately pay any and all outstanding Fees to Highlight Games;
      • the Licensee shall immediately cease to Operate the Sports and return to Highlight Games any and all copies of the Sports; remove or delete any Sports software from its systems and shall certify in writing to Highlight Games that this clause 2.2 has been complied with;
      • each party will return to the other any Confidential Information of the other party; and,
      • where the termination is in respect of a Regulatory Event which also constitutes a breach of this Agreement, clause 3 shall apply.
    • Except in respect of termination pursuant to a Regulatory Event that does not constitute a breach of this Agreement, the termination of this Agreement howsoever arising is without prejudice to the rights and remedies of either party accrued prior to termination.
    • In the event of a Regulatory Event, should a regulatory authority inform the Licensee and/or Highlight Games that it will step in and operate the licensed business operated by the Licensee (or the relevant part affected by or giving rise to the Regulatory Event) then, provided such action does not (in Highlight Games’ reasonable opinion) make the performance of the Agreement by Highlight Games economically unviable, Highlight Games shall co-operate with the Licensee and the regulatory authority in order that such regulatory authority may perform the Licensee’s obligations under this Agreement and, in such circumstances, will perform such reasonable activities as may be required by the regulatory authority in accordance with the terms and conditions of this Agreement.
16. ANTI-CORRUPTION
    • Each of Highlight Games and the Licensee (respectively) shall comply with all applicable laws so far as it relates to anti-bribery and corruption laws (collectively, the “Anti-Corruption Law“), and shall require the same of anyone under its control.
    • Each party warrants that (as applicable):
      • it will fully cooperate with any competent authorities responsible for audits, investigations, or corrective actions relating to any breach relating to its business dealings with the other party;
      • it will, upon written request from the other party, provide the requesting party with an annual statement of its continued Anti-Corruption Law compliance;
      • it will provide adequate Anti-Corruption Law compliance training on an ongoing basis to all of its personnel engaged the Operation of the Sports (as envisaged by this Agreement);
      • it will promptly report to the other party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and,
      • it will immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of the reporting Party or acquires a direct or indirect interest in it,
      • it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement.
    • Each Party hereby acknowledges and agrees that it may be subject to a full review by the other of all its Anti-Corruption Law compliance procedures including but not limited to:
      • foreign non-governmental officials; and
      • Anti-Corruption Law compliance related training.
    • The Licensee shall ensure that its Operation of the Sports and the exercise of the Licensed Rights under or in connection with this Agreement are in compliance with and do not breach or cause Highlight Games to breach Anti-Corruption Law.
    • Breach of this clause 16 shall be deemed to be a material breach of this Agreement not capable of remedy for the purposes of clause 1.1.
17. FORCE MAJEURE
    • Except in respect of an obligation to make payment, neither party shall be liable to the other party whatsoever for any failure or delay in performing its obligations under this Agreement due to any cause beyond the reasonable control of that party (a “Force Majeure Event”) and a party delayed shall be entitled to a reasonable extension of time for performing such obligations.
    • If a party’s performance of its obligations under this Agreement is affected by a Force Majeure Event it will promptly give written notice to the other party, specifying the nature and extent of the Force Majeure Event and likely duration of the same and will use reasonable endeavours to bring such a Force Majeure Event to an end as soon as reasonably practicable and to mitigate its effect.
    • If the event in question continues for a period in excess of 90 days either party may give written notice to the other to terminate this Agreement without liability to the other party.
18. NOTICES
    • Notices shall be in writing and shall be served on the Company Secretary of either party at the registered address (or such other address as may be notified to the other party from time to time) of the relevant party as specified in this Agreement.
    • Notices shall be deemed to have been duly served:
      • if delivered by person, upon delivery at the address of the relevant party;
      • if sent by first class post, 2 Working Days after the date of posting if posted in the country of destination, otherwise after 5 Working Days; and,
      • if sent by electronic mail, when receipt of the notice is acknowledged.

19. ASSIGNMENT AND SUBCONTRACTING
    • Subject to clause 2, neither party may assign the benefit or delegate the burden of this Agreement or sub-contract its duties and obligations without the prior written consent of the other party.
    • Highlight Games shall be permitted to assign and/or delegate any of its rights and/or obligations under this Agreement to an Affiliate without the prior consent of the Licensee, provided that Highlight Games shall remain liable for any act or omission of any such Affiliate.
20. GENERAL
    • Each of the parties hereto is an independent contractor and nothing contained in this Agreement creates or implies that there is any relationship between the parties of partnership, or of principal/agent, or of employer/employee, and nor are the parties engaging in any joint venture. Accordingly, neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise, unless expressly permitted by the terms of this Agreement.
    • The illegality, invalidity or unenforceability of any clause or part of this Agreement will not affect the legality, validity or enforceability of the remainder. If any such clause or part is found by any Court or competent authority to be illegal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without rendering them illegal, invalid or unenforceable.
    • Failure by a party to exercise or any delay in exercising any right, power or privilege of that party under this Agreement shall not in any circumstances operate as a waiver of that right, power or privilege nor shall any single or partial exercise of any right, power or privilege in any circumstances preclude any other or further exercise of that right, power or privilege or the exercise of any other right, power or privilege. Any waiver of a breach of any of the terms of this Agreement or of any default of it shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
    • This Agreement sets forth the entire agreement between the parties with respect to (respectively) its subject matter and supersedes and replaces all prior communications, representations, warranties, stipulations, undertakings and agreements whether oral or written between the parties. Each party confirms that is has not been induced to enter into this Agreement by a statement or promise which is not contained in this Agreement. Nothing in this clause 4 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
    • The parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 or any other legislation (statutory or otherwise) or common law principle having equivalent effect in any relevant jurisdiction in relation to third party rights in contracts by any person not a party to it. Notwithstanding the foregoing, to the extent that this Agreement contains terms which are expressed to create benefit for or confer any benefit on any Affiliate of Highlight Games, such Affiliate shall be entitled to enforce such terms as if it were a party to this Agreement or (in any event, at Highlight Games’ sole option and discretion) Highlight Games shall be entitled to enforce such terms on behalf of such Affiliate(s) as if such benefit was conferred directly on Highlight Games.
    • The parties do all such things and execute any such documents as may be reasonably necessary to carry the provisions of this Agreement.
    • This Agreement may be executed in any number of counterparts. Each counterpart when executed shall be an original but all counterparts together shall constitute one single document.
    • This Agreement may only be varied or amended in writing when signed by the parties specifically referring to this clause 8and stating that this Agreement is varied in the manner so written.
21. LAW AND DISPUTE RESOLUTION
    • This clause 21 will not prevent either party from:
      • seeking injunctive or interim relief;
      • commencing proceedings where this is necessary to avoid the loss of a claim through it being time barred; or,
      • commencing proceedings in respect of the non-payment of an undisputed invoice.
    • If any dispute arises out of this Agreement (a “Dispute“) the parties will attempt to resolve it in good faith in accordance with the following clauses:
      • either party may refer a Dispute for resolution by serving notice of the Dispute to the other party’s Director of Operations;
      • if the Dispute remains unresolved within 10 Working Days of its referral the Dispute may be referred to the parties’ respective Chief Executive Officers; and,
      • if the Dispute still remains unresolved within a further 10 Working Days then the parties will attempt to resolve the dispute in good faith through an agreed alternative dispute resolution procedure (ADR) or otherwise, through a procedure as recommended to the parties by the President of the CEDR.
    • The parties agree that the Dispute resolution procedure set out above shall be confidential, save in respect of any judicial proceedings thereafter.
    • If the Dispute has not been resolved by an ADR procedure within 45 Working Days of the initiation of that procedure, or if any party will not participate in such procedure, either party may commence Proceedings in accordance with clause 5.
    • Subject to clauses 1 to 21.3, the Courts of England have exclusive jurisdiction to settle any dispute of whatever nature and howsoever arising between the parties under or in connection with this Agreement and to hear and decide any suit, action or proceedings (“Proceedings”) relating to such dispute and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England. Process by which any Proceedings are begun may be served by delivery in accordance with clause 18, except that Proceedings may not be served by email. Nothing contained in this clause 21.5 affects the right to serve process in another manner permitted by applicable law.
    • The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement (as the case may be) will be governed by English law.

SCHEDULE 1 DEFINITIONS AND INTERPRETATION

DEFINITIONS

In this Agreement the following expressions shall have the following meanings unless otherwise expressly set out herein:

“Acceptance Certificate” means an acceptance certificate issued by the Licensee;

“Acceptance Date” means the date of issue of an Acceptance Certificate or the date of deemed acceptance in accordance with these General Conditions. The expression “Accepted” shall be construed accordingly;

“Acceptance Tests” means the acceptance tests to be carried it out in respect of Sports;

“Agreement” has the meaning given in clause 1.3;

“Approval Process” has the meaning given in the Commercial Terms;

“Affiliate” means any person which is, in relation to a company, its parent undertaking or its subsidiary undertaking, or a subsidiary undertaking of its parent undertaking or any other person controlled by or under the same control.  “Parent undertaking” and “subsidiary undertaking” shall have the meanings attributed to them in section 1159 of the Companies Act 2006;

“Anti-Corruption Law” has the meaning given in clause 16.1;

“Bet” means to download, access, view or participate in a Sport in order to place a bet on the same via the Operating Mode in an Environment; and “Betting” shall be construed accordingly;

“Commencement Date” means the date specified as such in the Commercial Terms or (in the absence of an express date being specified) it means the date of signature by the parties of the Commercial Terms;

“Commercial Terms” means the Commercial Terms at the beginning of this Agreement;

“Completion Date” means the date specified in the Commercial Terms by which Highlight Games is to conclude the Customisation (including integration services) in respect of a Sport (or such later date as may be agreed pursuant to any provision of this Agreement);

“Confidential Information” means any information regarding the business of a party which is commercially sensitive or of a confidential nature including ideas, business methods, finance, prices, customer lists or details, computer systems and software, products or services and any other information that is a trade secret;

“Customer” means an individual Betting on a Sport with the consent of the Licensee;

“Customisation” means customisations, modifications or enhancements to a Sport, including integration work, carried out in accordance with the Commercial Terms;

“Customisation Fees” means the fees set out in the Commercial Terms payable in respect of Customisation;

“Defect” means any defect or failure of a Sport where: (a) such defect or failure has a material impact on the ability of the Licensee to use or its Customers to Bet on the Sport; or (b) a material feature or function of the Sport as set out in its Specification is materially impaired;

“Dispute” has the meaning given in clause 21.2;

“Documentation” means the documentation to be supplied by Highlight Games in respect of each Sport containing: (a) the specifications and materials to enable sufficiently skilled employees, agents or contractors of the Licensee to make use of the Sports; and (b) instructions for the installation, uploading and/or testing of such Sports;

“Environment(s)” means the specific environment(s) in which the Licensee is licensed to use the Sports as set out in the Commercial Terms;

“Fees” means the Customisation Fees and Revenue Share Fees or any other fees agreed to be payable by the Licensee under this Agreement;

“First Acceptance Date” means the Acceptance Date of the first of the Sport to be accepted;

“Force Majeure Event” has the meaning given in clause 17.1;

“IPR Claim” has the meaning given in clause 12.1;

“Intellectual Property Right” means a patent, right in a design, database right, copyright, trade mark or any other intellectual property right whether registered or unregistered, existing anywhere in the world and all applications, renewals or extensions of the same from time to time;

“Launch” means to take all steps necessary to Operate a Sport in accordance with the terms and conditions of this Agreement;

“Launch Date” means the date on which the Licensee first Operates a Sport in a commercial environment;

“Licensed Rights” has the meaning given in clause 5.2;

“Materials” means the real sports video clips incorporated into the Sports;

“Net Win” the revenue generated from each Customer who Bets on the Sports after the deduction of winnings, free bets (as agreed), gross profit (if any) tax and/or any other gaming or betting tax levied and properly payable in respect of such revenue;

“Operate” means to make the Sports available to Customers for the placing of Bets. The expressions “Operate” and “Operating” shall be construed accordingly;

“Operating Mode(s)” means the operating mode(s) via which the Licensee shall deliver Sports to Customers to place Bets as described in the Commercial Terms;

“Opinion” has the meaning given in clause 10.2;

“Platform” means the Licensee’s platform and software system incorporating as a minimum a bet management system and random number generator to enable Bets to be placed on the Sports by Customers in accordance with the Operating Mode(s) as set out in the Commercial Terms;

“Proceedings” has the meaning given in clause 21.5;

“Regulatory Event” has the meaning given in clause 15.1.3;

“Revenue Share Fees” means the revenue share fees payable by the Licensee to Highlight Games as set out in the Commercial Terms;

“Statement” has the meaning given in clause 7.2.1 of the General Conditions;

“Services” means any services carried out by Highlight Games or its subcontractors pursuant to this Agreement;

“Specifications” means the functional and technical specifications for the Sport(s) as published by Highlight Games from time to time or as otherwise may set out in a Schedule hereto;

“Sport(s)” means the virtual sports event(s) provided by Highlight Games under this Agreement as set out in the Commercial Terms;

“Support Terms” means terms upon which Highlight Games provides support and maintenance services in respect of the Sports and any other deliverables supplied to its licensees which are available at https://highlight-games.com/Support-Terms/

“Suspension” has the meaning given in clause 10.1;

“Term” shall be as provided for in the Commercial Terms;

“Territory” has the meaning given in the Commercial Terms;

“VAT” means value added tax;

“Working Day” means a day other than a Saturday or Sunday or a public holiday in the Territory;

“Year” means: (a) the period of 12 calendar months commencing on the Commencement Date; and (b) each consecutive period of 12 calendar months thereafter during the Term of this Agreement, or any shorter period commencing on a day immediately following the end of a Year and ending on the termination of this Agreement.

INTERPRETATION

• The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices.
• Headings to clauses and/or Schedules of this Agreement shall not affect the construction of this Agreement.
• In this Agreement the use of the plural shall include the singular and visa-versa, and any references to writing or written includes references to any communication effected by post or e-mail.
• In the event of a conflict between the various documents forming part of this Agreement then those documents shall prevail over one another in the following order of priority (descending): (i) the Commercial Terms; (ii) the General Conditions; (iii) any Schedules; and thereafter (iv) any Appendices.
• References to a statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as from time to time amended, modified, extended, re-enacted, consolidated and all statutory instruments and orders made pursuant to it whether made before or after the date of this Agreement.
• Any phrase in this Agreement introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrating and will not limit the sense of the words preceding that term.