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LIVESCORE STANDARD TERMS AND CONDITIONS FOR ADVERTISING SALES

VERSION 4 – IN FORCE FROM 4 DECEMBER 2020

THIS VERSION OF THE TERMS APPLIES TO ALL CONTRACTS CONCLUDED ON OR AFTER 4 DECEMBER 2020. SUMMARY OF CHANGES IN FORCE FROM 4 DECEMBER 2020.

These Terms were last updated on the date set out in Section 16 of these Terms and the summary of the changes is as follows:

  1. 1. Definitions: Additional wording has been incorporated to reflect the insertion of Annex 3 “Brand Safety Policy”.
  2. 2. Annex 3: Our Brand Safety Policy has been incorporated into Annex 3.

Advertiser and/or Agency (as applicable) is advised to take independent legal advice in respect of these changes. Agency must notify each Advertiser of these changes immediately. In accordance with Section 15.1, Advertiser’s and/or Agency’s continued supply of Ads to LiveScore following these changes constitutes binding acceptance of these changes.


These Standard Terms and Conditions ('Terms') apply to Contracts for the sale of website and application advertising inventory between LiveScore and Advertisers.

These Terms apply to Contracts concluded directly between LiveScore and Advertisers and to Contracts concluded via Agencies on behalf of Advertisers.

These Terms, together with the Order, represent the parties’ common understanding and agreement for doing business and apply to the Contract to the exclusion of any other terms Advertiser and/or Agency seeks to impose or incorporate.

In the event of any conflict between any provision of these Terms and the Order, the relevant provision of the Order shall prevail.

1 DEFINITIONS

1.1 Capitalised words and expressions in these Terms shall have the meanings set out in this Section 1.1.

Ad/sany advertisement or Odds Data provided by Advertiser, incorporating the Advertising Materials.
Advertiserthe advertiser identified in the applicable Order and/or any advertiser for which Agency is an agent (whether the advertiser is named or not).
Advertising Materialsartwork, copy, or active URLs for Ads, or Odds Data.
Affiliatein respect of an entity, any entity directly or indirectly Controlling, Controlled by or under common Control with, such entity.
Agencythe advertising agency (if applicable) listed on the applicable Order. Agencies shall be construed accordingly.
Applicable Lawsmeans all applicable laws, statutes, orders, regulations, legal requirements and codes (including the applicable codes, regulations and standards of all Gaming Authorities) in force at the relevant time.
Business Dayany day other than a Saturday, Sunday or a public holiday in Gibraltar.
Commencement Datehas the meaning set out in Section 2.1.
Contractthe contract between LiveScore and Advertiser for advertising sales in accordance with the Order and these Terms.
Control/Controlled/Controllingthe beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and the expression 'Change of Control' shall be construed accordingly.
CPM DeliverablesDeliverables sold on a cost per thousand impression basis as specified in the Order.
Data Protection Lawincludes all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the UK's Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended).
Deliverablethe inventory delivered by LiveScore (such as impressions (being CPM Deliverables), any Odds Services or other desired actions) as specified in the Order.
Effective Datehas the meaning set out in Section 2.2.
Gaming Approvalsany and all required approvals, authorisations, licences, transactional waivers, permits, consents, findings of suitability, registrations, clearances, exemptions and waivers of or from any Gaming Authority, including those relating to the offering or conduct of gaming and gambling activities.
Gaming Authoritycollectively, those international, federal, state, local, foreign and other governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) gaming or gaming activities, of either party and/or any Affiliate of such party from time to time.
LiveScoreLiveScore Limited, a company registered in Gibraltar under company number 116218. LiveScore's principal place of business is at Suite 2, Floor 2, Waterport Place, Gibraltar GX11 1AA.
LiveScore Property/iesany or all of LiveScore's websites and/or applications (including desktop websites, mobile websites and mobile applications (including the Android and iOS versions)) that are owned, operated, or controlled by LiveScore or on which LiveScore otherwise has a contractual right to serve Ads (or, to the extent that the Deliverables are to be limited to any one or more of the foregoing, as stated in the Order).
Lossesmeans losses, demands, fines, penalties (including any fine or penalty from a Gaming Authority), damages, liabilities, costs, and expenses (including reasonable legal costs and expenses and VAT thereon), claims (including any claims from LiveScore Properties’ users), judgments and proceedings.
Odds Datameans any data feed with odds data as provided by Advertiser to LiveScore for the purposes of incorporating into the Odds Services and/or or any third-party service provider of Odds Services to LiveScore.
Orderan order between the parties that incorporates these Terms and that may be entered into in written form or via an online process as authorised by LiveScore, under which LiveScore will deliver Ads on LiveScore Properties for the benefit of Advertiser.
Policiesadvertising criteria or specifications made available to Advertiser and/or Agency by or on behalf of LiveScore, including the Advertising Guidelines set out at Annex 1and Brand Safety Policy set out in Annex 3 to these Terms, any content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with LiveScore’s public image, community standards, and other editorial or advertising policies.
Representativeany director, officer, employee, consultant, contractor, agent, and/or legal representative of an entity or its Affiliates.
SOVmeans ‘share of voice’ and pertains to SOV Deliverables.
SOV DeliverablesDeliverables sold on an SOV basis with reference to a percentage of the Ad inventory that may be available in a Territory from time to time as specified in the Order.
Territorythe country, jurisdiction or territory in which Advertiser has the necessary licences and permissions to advertise and in which Ads shall be made available to be viewed on LiveScore Properties as specified in the Order.
Third Partyan entity or person that is not a party to an Order; for purposes of clarity, LiveScore, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.

1.2 In these Terms (except where the context otherwise requires):

1.2.1 any reference to a “party” means a party to these Terms and includes its permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;

1.2.2 words denoting the singular shall include the plural and vice versa;

1.2.3 any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.4 any reference to a statute, statutory provision or guidance is a reference to that statute, statutory provision or guidance and to all orders, regulations, instruments, codes, guidance, legal requirements or other subordinate legislation made under the relevant statute, and is to be construed as a reference to that statute or statutory provision as the same may have been or may from time to time hereafter be amended or re-enacted; and

1.2.5 a reference to any website or webpage at a specified URL includes a reference to such website or webpage at any amended, updated or replacement URL from time to time.

2 COMMENCEMENT AND BASIS OF CONTRACT

2.1 Unless otherwise agreed in the Order, the Contract will be deemed to commence on the earlier of: (i) the start date of the first Ad campaign or the start date of any accounting period specified in the Order (whichever is earlier); or (ii) the display of the first Ad impression by LiveScore (the “Commencement Date”).

2.2 Notwithstanding Section 2.1 and the Commencement Date of the Contract, the terms and conditions of the Contract (in accordance with the Order and these Terms) shall take effect from the date of countersignature of the Order (the “Effective Date”). For the purposes of all Contracts for the sale of Ad inventory subject to LiveScore’s class II licence for affiliate marketing of the National Gambling Office of Romania, the date of conclusion of each Contract shall be the Effective Date of the relevant Order.

2.3 The Order and the Terms shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which Advertiser, Agency and/or any third party (including, without limitation, any gambling affiliate advertising platform, advertising exchange platform or intermediary) may purport to apply even if such other terms are submitted in a later document or purport to exclude or override the Order and/or the Terms, and neither the course of conduct between parties nor trade practice shall act to modify the Contract.

3 DELIVERY OF ADVERTISING MATERIALS AND AD PLACEMENT

3.1 Advertiser or Agency (as applicable) shall provide the Advertising Materials no later than three (3) Business Days in advance of the campaign start date (unless otherwise agreed by the parties) in the format requested by LiveScore and in accordance with the Policies and the requirements of Section 7.3.

3.2 LiveScore may submit, or otherwise make electronically accessible to Advertiser and/or Agency (as applicable) its Policies as soon as reasonably necessary in advance of the campaign start date and, in any event, in reasonable time prior to LiveScore's required date for delivery of the Advertising Materials. For the avoidance of doubt, LiveScore shall not be under any obligation to provide its Policies for any or all LiveScore Properties applicable to the Contract, nor shall the provision of a Policy in respect of any particular LiveScore Property be deemed to be a commitment by LiveScore to deliver Advertising Materials or display Ads on that LiveScore Property. In the event of conflict between these Terms and the terms of the Policies, these Terms shall prevail.

3.3 If Advertising Materials are not received by the Order start date, LiveScore shall be entitled to charge Advertiser on the Order start date on a pro-rata basis based on the full Order (excluding portions consisting of performance-based, non-guaranteed inventory) for each full day the Advertising Materials are not received. If Advertising Materials are late as a result of non-compliance with Section 3.1, LiveScore is not required to guarantee full delivery of the Order.

3.4 LiveScore reserves the right to reject, suspend or remove from LiveScore Properties any Ads for which the Advertising Materials, software code associated with the Advertising Materials (for example, pixels, tags, JavaScript), or the website to which an Ad is linked do not comply with the requirements set out in Sections 3.1 and 7.3 or for any other reason in its sole discretion without liability to Advertiser, Agency or any Third Party in connection with any such rejection, suspension or removal. In addition, LiveScore may at its sole discretion reject or remove from LiveScore Properties any Ads for which the Advertising Materials or the website to which an Ad is linked are, or may tend to bring, disparagement, ridicule, or otherwise damage the goodwill and reputation of LiveScore or any LiveScore Affiliates, or which, if placed on LiveScore Properties, would breach any Applicable Laws and/or Policies.

3.5 LiveScore may edit or modify the submitted Ads in any way, including, but not limited to, resizing Ads, with Advertiser's prior approval.

3.6 Subject to any campaigns having been specifically agreed by the parties in the Order, LiveScore shall be entitled to distribute Ads on those LiveScore Properties that it elects in its sole discretion.

3.7 Unless the terms of the Order refer to specified minimum volumes, LiveScore makes no guarantee as to the volumes of any impressions and any impressions stated are estimates only.

4 PRICE, PAYMENT AND MAKEGOODS

4.1 The price payable by Advertiser to LiveScore shall be as set out in the Order.

4.2 Invoices will be sent to Agency's or Advertiser's (as applicable) billing address as set out in the Order.

4.3 Invoices shall be provided as specified in the Order: (i) based on a fixed cost, payable in advance; or (ii) the actual delivery of Ad impressions in accordance with a cost per thousand impressions of Ads delivered, payable in arrears. Where invoicing Agency, LiveScore shall invoice Agency with the net cost (i.e. the cost after subtracting Agency's commission, if any).Advertiser or Agency (as applicable) shall pay each invoice in full and cleared funds upon receipt of the invoice and, in any event, no later than 14 days from the invoice date, unless otherwise agreed in the Order.

4.4 Advertiser or Agency (as applicable) shall pay each invoice via bank transfer in the currency agreed in the Order and in accordance with the bank details provided in the Order.

4.5 Where LiveScore is required to be paid via the payment platform of Advertiser and/or Agency (as applicable), the parties hereby agree that any terms and conditions of such platform (the “Advertiser Terms”) shall not be applicable to LiveScore, the Contract or any relevant payments due under any Order in accordance with Section 2.3. Notwithstanding any purported, alleged or inadvertent acceptance by LiveScore of any Advertiser Terms following the conclusion of the Contract, these Terms shall supersede any and all such Advertiser Terms in accordance with Section 2.3. The parties further agree that, unless otherwise expressly agreed in writing by the parties, LiveScore and the relevant LiveScore Property shall not be deemed by virtue of entering into the Contract, placing Ads and/or receiving payments for them, to be an affiliate of or otherwise affiliated with any Advertiser and/or Agency or their services and/or platforms (including any service or platform affiliated with Advertiser and/or Agency), notwithstanding any requirement for LiveScore to be paid via an affiliate payment platform of Advertiser and/or Agency.

4.6 If Advertiser or Agency (as applicable) fails to pay LiveScore by the due date any amount payable by it under the Contract for any reason, LiveScore shall have the right but not the obligation to charge interest on the overdue amount (compounded quarterly) from the due date up to the date of actual payment at a rate of four percent (4%) per annum above the base rate for the time being of National Westminster Bank plc.

4.7 Where the Contract has been entered into via an Agency on behalf of Advertiser:

4.7.1 If Agency has been invoiced and payment has not been made by Agency by the due date, LiveScore shall have the right but not the obligation to seek payment directly from Advertiser(s).

4.7.2 Agency agrees to use all reasonable endeavours to collect and clear payment from Advertiser on a timely basis.

4.7.3 Upon request by LiveScore, Agency will make available to LiveScore written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorised to act on its behalf in connection with the Contract. In addition, upon the request of LiveScore, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Order.

4.7.4 If Advertiser’s or Agency’s credit is or becomes impaired, LiveScore shall be entitled to require payment in advance.

4.8 LiveScore will monitor delivery of Ads and, in the case of probable or actual under-delivery of any guaranteed Deliverables (if specified in the Order) that is caused by LiveScore's act or omission, LiveScore may arrange for a makegood consistent with these Terms with Advertiser and/or Agency (as applicable). For the avoidance of doubt, makegoods shall not be available for any Deliverables that are not guaranteed or that may vary as specified in the Order. If the actual Deliverables for any campaign fall below the guaranteed levels specified in the Order, and/or if there is an omission of any Ad (placement or creative unit), the parties shall use commercially reasonable efforts to agree upon the conditions of a makegood flight, either under the Order or at the time of the shortfall. If no makegood can be agreed upon, the parties will use commercially reasonable efforts to agree an alternative solution. If no alternative solution can be agreed upon, the sole and exclusive remedy of Advertiser or Agency shall be to receive a refund to the value of the under-delivered portion of the Order for which it was charged. Where no alternative solution can be agreed upon and Advertiser or Agency made a cash prepayment to LiveScore specifically for the campaign for which under-delivery applies, then provided that there are no overdue sums payable by Advertiser or Agency to LiveScore under the Contract or any other agreement, then the sole and exclusive remedy of Advertiser or Agency shall be to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign.

5 AD SERVING AND TRACKING

5.1 LiveScore will track delivery of Ads through its ad server, and the measurement used for invoicing advertising fees under the Order shall be calculated using LiveScore’s ad server.

5.2 Where Advertiser and/or Agency (as applicable) seeks to track delivery of Ads, it shall use an ad server and provide tracking tags for incorporation into Ads that are compatible with LiveScore Properties and LiveScore’s ad server. Advertiser and/or Agency (as applicable) shall provide prior reasonable written notice to LiveScore of any changes and/or updates to such tags, ensuring that these remain compatible with LiveScore Properties and LiveScore’s ad server for the duration of the Contract.

5.3 Any tracking of delivery of Ads by Advertiser and/or Agency (as applicable) shall be carried out to minimise discrepancies with LiveScore’s Ad tracking figures. In the event of any discrepancy between Ad tracking figures of LiveScore and Advertiser and/or Agency, LiveScore's Ad tracking figures shall take precedence.

6 TERM, SUSPENSION AND TERMINATION

6.1 The Contract shall commence on the Commencement Date and, subject to any earlier termination in accordance with these Terms, shall continue in force until terminated in accordance with Section 6.2 (the"Term").

6.2 Unless otherwise set out in the Order, the Contract shall terminate automatically without the need for notice by either party upon the earlier of: (i) the expiry of the duration of the Ad campaign dates and/or any accounting periods specified in the Order (whichever is earlier); or (ii) the display of the last Ad impression by LiveScore under the Order.

6.3 Each party reserves the right to exclude any territory from the permitted Territories set out in the Order where at such party’s discretion it considers there have been, or are likely to be, changes in the applicable national gambling laws and regulations and/or the legal environment and/or the enforcement approach of such territory.

6.4 LiveScore reserves the right to suspend advertising in the event of Advertiser’s and/or Agency’s breach, or suspected breach, of the Contract and/or any Applicable Law indefinitely until such breach or suspected breach has been rectified and, where such rectification is not possible within a reasonable period of time, to terminate the Contract immediately on prior written notice to Advertiser and (where applicable) Agency.

6.5 LiveScore may terminate the Contract immediately on prior written notice to Advertiser and (where applicable) Agency if Advertiser and/or Agency:

6.5.1 commits any illegal activity or any other breach of Applicable Laws;

6.5.2 commits any actual or alleged breach of the warranties set out in Section 7.3;

6.5.3 infringes or purportedly infringes the intellectual property rights of LiveScore or any LiveScore Affiliate or any Third Party advertising on LiveScore Properties;

6.5.4 intends to undergo, undergoes or has undergone a Change of Control;

6.5.5 is determined by LiveScore in its sole discretion to be a competitor of LiveScore or any LiveScore Affiliate; or

6.5.6 commits any act or omission that actually or allegedly damages or brings into disrepute (including where the Advertising Materials actually or allegedly damage or bring into disrepute): (a) the reputation or goodwill of LiveScore, any LiveScore Affiliates or any Third Party advertising on LiveScore Properties; (b) the reputation of LiveScore Properties; or (c) the reputation and goodwill associated with the products and services of LiveScore or its Affiliates.

6.6 LiveScore reserves the right to suspend advertising and/or terminate the Contract immediately on prior written notice to Advertiser and (where applicable) Agency if LiveScore or any LiveScore Affiliate either (a) acquires the Control of any other company, or intends to undergo or undergoes a Change of Control, or (b) otherwise acquires the business of a third party, and: (i) LiveScore determines in its sole discretion that the Ads served are incompatible with the business of the new Affiliate or acquired business, and/or (ii) LiveScore wishes to use the relevant inventory on LiveScore Properties to promote the products and services of the new Affiliate or the acquired business.

6.7 Without prejudice to any other right or remedy available to it, any party may terminate the Order or any part thereof at any time if any other party:

6.7.1 commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of that party being notified to do so; or

6.7.2 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

6.7.3 suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

6.8 In the event that LiveScore terminates the Contract pursuant to Section 6.6, where any Deliverables are guaranteed (as specified in the Order) and the actual Deliverables for any campaign fall below the guaranteed levels specified in the Order as a consequence of such suspension or termination, the sole and exclusive remedy of Advertiser or (where applicable) Agency shall be to receive a refund to the value of the under-delivered portion of the Order for which it was charged. Where Advertiser or Agency made a cash prepayment to LiveScore specifically for the campaign for which under-delivery applies, then provided that there are no overdue sums payable by Advertiser or Agency to LiveScore under the Contract or any other agreement, then the sole and exclusive remedy of Advertiser or Agency under this Section 6.8 shall be to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign.

7 WARRANTIES

7.1 LiveScore represents and warrants that LiveScore has all necessary permits, licences, and clearances to sell the Deliverables specified on the Order subject to these Terms.

7.2 (Where applicable) Agency represents, warrants and undertakes that it has the authority as Advertiser’s agent to bind Advertiser to the Contract, and that all of Agency’s actions related to the Contract will be within the scope of such agency. Agency further represents, warrants and undertakes that it shall procure the performance by Advertiser of its obligations under the Order and these Terms.

7.3 Advertiser and Agency each represent, warrant and undertake throughout the Term that each shall ensure:

7.3.1 they have all necessary rights, licences, consents, permissions and business permits (including Gaming Approvals to the extent that Ads advertise any gambling products and/or services) to supply, operate and advertise, any applicable activities Advertiser carries out in the relevant territories (including as set out in the Order);

7.3.2 they have all necessary licences and clearances to use the content contained in Ads and Advertising Materials as specified on the Order and subject to these Terms;

7.3.3 all Advertising Materials they provide to LiveScore are socially responsible and shall in particular comply with all Applicable Laws (excluding Data Protection Laws), and legal requirements, including advertising regulations and codes and any applicable guidance issued by the Committee of Advertising Practice or the Advertising Standards Authority from time to time (including the ‘Gambling Advertising: Protecting Children and Young People - Advertising Guidance (Non-Broadcast and Broadcast)’) to the extent that such guidance has not been withdrawn or replaced and as the same guidance may have been or may from time to time hereafter be amended or re-enacted;

7.3.4 they shall comply with and all Advertising Materials they provide to LiveScore shall comply with all applicable Data Protection Laws and the obligations set out in Sections 10 and 11;

7.3.5 neither (i) any Ads and/or the use and/or exploitation of any Ads by LiveScore under the Contract; nor (ii) LiveScore's performance of the Contract, will infringe the rights (including intellectual property rights) of any Third Party;

7.3.6 the Advertising Materials shall not be defamatory or contain, promote or link to any defamatory materials;

7.3.7 the Advertising Materials shall not contain, promote or link to: (a) content aimed at persons under 18 years of age; (b) pornographic or sexually explicit materials; (c) obscene language or materials; (d) hate material; (e) materials that promote, endorse or support violence, the use of firearms, terrorism of any kind or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status; (f) illegal content, including pirated music websites and illegal content streaming; or (g) any other materials deemed harmful to the reputation of the LiveScore; and

7.3.8 in the case of activities in the Territory of the Netherlands, unless the Netherlands is not included within the territorial scope of the Order, it shall comply with the relevant Gaming Authority's prioritisation principles and guidance from time to time.

7.4 Agency and/or Advertiser shall promptly provide evidence of their compliance with Sections 7.2 and 7.3 of these Terms (including copyright clearances and/or licences in respect of the content of Ads and/or licences to advertise any relevant gambling products and/or services) on LiveScore's request.

8 REGULATORY PROVISIONS

8.1 Each party shall provide such information to the other party as a party may reasonably require to satisfy any information reporting, disclosure and other related obligations to any regulatory authority (including a Gaming Authority) from time to time.

8.2 No payments or undue financial or other advantage of any kind shall be made by any party or any of its personnel, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. Each party shall:

8.2.1 comply with all Applicable Laws, relating to anti-bribery and/or anti-corruption;

8.2.2 not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation; and

8.2.3 notify the other party immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this Section 8.2.

8.3 Each party shall, where required by Applicable Laws, implement effective systems and controls to prevent slavery and human trafficking from affecting any part of its business and supply chain. To the extent that the aforementioned obligation applies to either party, the parties agree to provide the other party on demand with a summary of the steps it takes from time to time to prevent modern slavery and human trafficking (including details of any relevant staff and supplier policies and details of due diligence conducted on suppliers).

8.4 Where Agency is acting or has acted on behalf of Advertiser, Agency warrants Advertiser is aware of the Contract terms and, in particular, Advertiser's obligations under this Section 8 prior to entering into the Contract and Agency.

9 CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its Affiliates, except as permitted by Section 9.2 and shall protect confidential information it receives in the same manner it protects its own information of a similar nature, but in no event with less than reasonable care.

9.2 Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 9.2 and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10 DATA PROTECTION

10.1 If processing personal data to perform any obligation or exercise rights under the Contract, each party agrees that they are doing so as a data controller. For the purpose of doing so, each party shall comply with Data Protection Law.

10.2 Without prejudice to the generality of the foregoing, each party shall post on their respective websites their privacy policies and adhere to their privacy policies in accordance with Data Protection Law.

11 DATA USAGE AND OWNERSHIP

11.1 As used herein the following terms shall have the following definitions:

11.1.1'User Volunteered Data'is personally identifiable information collected from individual users by LiveScore during delivery of an Ad pursuant to the Order, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser and/or Agency.

11.1.2'Order Details'are details set forth in the Order but only when expressly associated with the applicable discloser, including Ad pricing information, Ad description and Ad placement information.

11.1.3'Performance Data'is data regarding a campaign gathered during delivery of an Ad pursuant to the Order, including number of Ad impressions and user interactions, but excluding Site Data or Order Details

11.1.4'Site Data'is any data that is (i) pre-existing LiveScore data used by LiveScore pursuant to the Order; (ii) gathered pursuant to the Order during delivery of an Ad that identifies or allows identification of LiveScore, LiveScore Properties, brand, content, context, partners, affiliates or users as such; or (iii) entered by users on any LiveScore Property other than User Volunteered Data.

11.1.5'Collected Data'consists of Order Details, Performance Data, and Site Data

11.1.6'Repurposing'means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the Order.

11.1.7'Aggregated'means a form in which data gathered under an Order is combined with data from numerous campaigns of numerous Advertisers and/or Agencies and precludes identification, directly or indirectly, of an Advertiser.

11.2 Unless otherwise authorised by LiveScore, Advertiser will not: (i) use Collected Data for Repurposing; (ii) disclose Order Details or Site Data to any of its Affiliates or any Third Party except where such Affiliate or Third Party is bound by confidentiality and non-use obligations at least as restrictive as those on Advertiser.

11.3 Where Agency acts on Advertiser's behalf, Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data.

11.4 To the extent that Advertiser and/or Agency (where applicable) come into possession of any personal data via or in connection with LiveScore Properties, it shall: (i) only be entitled to use such personal data solely to the extent necessary for such purpose as agreed in writing (not including by email) by LiveScore in advance (the 'Agreed Purposes'); (ii) not transfer, export, sell or share such personal data to or with any third party; and (iii) such personal data shall not be retained or processed by it in a form which permits identification of any data subjects for longer than is necessary to carry out the Agreed Purposes or otherwise for the performance of the Contract.

12 INDEMNIFICATION

12.1 Subject to Section 12.2, LiveScore will defend, indemnify, and hold harmless Advertiser from and against all Losses suffered or incurred, directly or indirectly, by or awarded against Advertiser arising out of or in connection with:

12.1.1 LiveScore’s breach of LiveScore’s warranties at Section 7.1;

12.1.2 LiveScore Properties’ infringement of the intellectual property rights of a Third Party; or

12.1.3 LiveScore’s breach of applicable Data Protection Laws.

12.2 LiveScore will not be liable for any Losses to the extent they result from: (i) LiveScore’s customisation of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by Advertiser and/or an Advertiser Affiliates and/or an Advertiser Representative, or (ii) a user viewing an Ad outside of the targeting set forth in the Contract, which viewing is not directly attributable to LiveScore’s serving such Ad in breach of such targeting, or (iii) any Third Party advertising materials, content or data made available via LiveScore Properties.

12.3 Advertiser will defend, indemnify, and hold harmless LiveScore and each LiveScore Affiliate and LiveScore Representative from and against all Losses suffered or incurred, directly or indirectly, by or awarded against LiveScore arising out of or in connection with:

12.3.1 any breach by Advertiser of the warranties at Sections 7.3.1, 7.3.3, 7.3.6 and 7.3.8;

12.3.2 any breach by Advertiser of the warranties at Sections 7.3.2 and 7.3.7;

12.3.3 any breach by Advertiser of the warranty at Section 7.3.5 and/or any Third Party claim that the Advertising Materials infringe the rights (including the intellectual property rights) of a Third Party;

12.3.4 Advertiser's actual or alleged breach of applicable Data Protection Laws and/or breach of the warranty at Section 7.3.4;

12.3.5 Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided to Advertiser at least three (3) Business Days prior to the violation giving rise to the claim); or

12.3.6 the content or subject matter of any Ad or Advertising Materials to the extent used by LiveScore in accordance with the Contract.

12.4 Agency will defend, indemnify, and hold harmless LiveScore and each LiveScore Affiliate and LiveScore Representative from all Losses (including claims from any advertisers that Agency does not have authority to bind them) arising out of or in connection with:

12.4.1 any breach by Agency of the warranty at Section 7.2 in respect of Agency's authority as agent and its responsibility to procure Advertiser's performance under the Contract (provided that this shall not be construed as imposing greater obligations or liabilities on Agency than are purported to be imposed on Advertiser under Advertiser's obligations and indemnities under or in connection with Contract and provided that LiveScore shall not be able to claim to the extent it has received any compensation or damages from Advertiser in respect of the same Loss);

12.4.2 any breach by Agency or Advertiser of the warranties at Sections 7.3.1, 7.3.3, 7.3.6 and 7.3.8;

12.4.3 any breach by Agency or Advertiser of the warranties at Sections 7.3.2 and 7.3.7;

12.4.4 any breach by Agency or Advertiser of the warranty at Section 7.3.5 and/or any Third Party claim that the Advertising Materials infringe the rights (including the intellectual property rights) of a Third Party; or

12.4.5 Agency's or Advertiser’s actual or alleged breach of applicable Data Protection Laws and/or breach of the warranty at Section 7.3.4.

13 LIMITATION OF LIABILITY

13.1 Nothing in the Contract limits or excludes liability for or under: (a) death or personal injury; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded by Applicable Law; (d) any breach of the warranties at Sections 7.3.1, 7.3.3, 7.3.5, 7.3.6 and 7.3.8; or (e) the indemnities at Sections 12.3.1, 12.3.3, 12.4.2 and 12.4.4 or paragraph 2 of Annex 2.

13.2 Advertiser and/or Agency’s liability for any Losses and any indirect, incidental, consequential, special, punitive or exemplary loss or damages (even if that party has been advised of the possibility of such damages) arising out of or in connection with any breach of Data Protection Laws, breach of the warranty at Section 7.3.4 and/or any claim under the indemnities at Sections 12.3.4 and 12.4.5 shall not exceed two million Pound Sterling (£2,000,000) (or the equivalent in the currency in which amounts are payable to LiveScore by Advertiser or Agency as set out in the Order).

13.3 Subject to Sections 13.1 and 13.2, no party shall be liable under or in connection with the Contract for indirect, incidental, consequential, special, punitive or exemplary damages (even if that party has been advised of the possibility of such damages), arising from or related to the Contract, including, but not limited to, loss of revenue or profits, lost business or cost of replacement services, however caused and regardless of theory of liability.

13.4 Subject to Sections 13.1, 13.2 and 13.3, each Party's liability for any Losses arising out of or in connection with any breach of the warranties at Sections 7.1 and 7.2 and under the indemnities at Sections 12.1.1, 12.1.2 and 12.4.1 shall be uncapped.

13.5 Subject to Sections 13.1, 13.2, 13.3, 13.4 and 13.6, and excluding any obligation to pay the fees under the Contract, a party’s maximum aggregate liability for any Losses arising out of or in connection with the Contract, whether in contract, tort, or otherwise, will not exceed an amount equivalent to the greater of: (i) the fees paid or payable to LiveScore by Advertiser or Agency in the three-month period immediately preceding the occurrence of the event giving rise to such Losses; and (ii) five thousand Pounds Sterling (£5,000) (or the equivalent in the currency in which amounts are payable to LiveScore by Advertiser or Agency as set out in the Order).

13.6 Notwithstanding the foregoing, LiveScore shall not be liable to the other parties under Sections 7.1, 10, 11 and 12.1 where any Third Party advertising materials, content or data made available via LiveScore Properties breach Applicable Laws or infringe the rights (including the intellectual property rights) of a Third Party.

14 NOTICES

14.1 Any notice, demand or other communication given or made under or in connection with the Contract shall be in writing and shall be served by hand, prepaid first class recorded delivery (including special delivery), courier or prepaid first class recorded airmail ('Posted Notice') to the recipient details set out in the Order.

14.2 Notice may also be validly served if sent by email to the relevant email address set out in the Order (or such other email address as the relevant party may designate to the other in writing (including by email) from time to time), provided that if such notice relates to a breach of the Contract by LiveScore, a Posted Notice is also sent to LiveScore. Any such notice sent by email shall be deemed to have been served at the time of delivery of such email or where a Posted Notice is also required, at the time of delivery of the associated Posted Notice.

14.3 For the avoidance of doubt, the parties agree that the provisions of this Section 14 shall not apply in relation to the service of any process in any legal action or proceedings arising out of or in connection with Contract or the legal relationships established by the Contract.

15 GENERAL

15.1 LiveScore may change, add to, suspend or discontinue any aspect of these Terms (but not, for the avoidance of doubt, any terms of any Order) at any time. LiveScore shall notify Advertiser and/or Agency (as applicable) and/or publish the updated Terms with the date on which any changes to the Terms are made. LiveScore recommends that Advertisers and Agencies check these Terms online for changes regularly. Advertiser’s and/or Agency’s continued supply of Ads following any such change will constitute binding acceptance of such changes to the Terms. Without prejudice to LiveScore's rights to amend the Terms by notice, no modification or variation of the Terms by Advertiser or Agency shall be permitted unless agreed to in writing by LiveScore (not including email).

15.2 No modification or variation of the Order shall be valid unless it is agreed in writing (including by email).

15.3 Advertiser or Agency shall not use LiveScore’s trade name, trade marks, logos, content, data or advertisements in any public announcement (including, but not limited to, in any press release) regarding the existence or content of the Contract or for any other purpose. LiveScore may use Advertiser’s or Agency’s trade name, trademarks, logos and/or Ads in any public announcement, on LiveScore Properties, in LiveScore’s sales and/or marketing materials, and for the purposes of internal reporting and analysis.

15.4 These Terms together with the Order constitute the entire agreement and understanding of the parties relating to the subject matter of the Contract and supersede any previous agreement or understanding between the parties (or any of them) in relation to such subject matter. In entering into the Contract, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Contract. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section 15.4 it might otherwise have had in relation to any of the foregoing. Nothing in this Section 15.4 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

15.5 A person who is not a party to the Contract has no right (including under the Contracts (Rights of Third Parties) Act 1999('Act')) to rely upon or enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.6 Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties.

15.7 Any provision of the Contract that is expressly or by implication intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15.8 Force Majeure

15.8.1 Neither party shall be liable directly or indirectly to the other party for any delay or non-performance of its obligations under this Agreement (except for any obligation to make payment) arising from any event beyond its reasonable control, including any of the following: act of God, disease, an outbreak of war or hostilities, strike, lock-out, industrial action, riot, civil disturbance, an act of terrorism, an act of any government or authority, fire, flood, explosion, natural cause, theft, malicious damage, strike, lock-out, failure in telecommunications services or unauthorised third party interference with either party’s systems or services (each, a"Force Majeure Event")

15.8.2 If the affected party is unable to perform its obligations under this Agreement by reason of the Force Majeure Event for more than two (2) consecutive months, LiveScore may terminate this Agreement immediately by providing notice to Advertiser or Agency, and shall not be liable to Advertiser or Agency by reason of such termination. For the avoidance of doubt, in such circumstances and in the event that any Deliverables have not been delivered by the end of the foregoing period, Advertiser and Agency acknowledge and agree that no party shall be entitled to any makegood procedure that may usually be available under Section 4.8 beyond the end of the foregoing period, and LiveScore shall have no liability to deliver any additional Deliverables or refund to Advertiser or Agency any amounts equivalent to the value of any portion of the Deliverables that were guaranteed but not delivered during the Term of the Contract.

15.9 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

15.10 Any waiver of a breach of any of the terms of Contract shall not be deemed a waiver of any subsequent breach and shall in no way affect the other terms of the Contract.

15.11 Advertiser or Agency shall not without the prior written consent of LiveScore assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with the Contract or any right under the Contract, or sub-contract any or all of its obligations under them or purport to do any of the same. Any purported assignment in breach of this Section 15.11 shall confer no rights on the purported assignee.

15.12 LiveScore shall be entitled to sub-contract any or all of its obligations and/or sub-license any or all of its rights under the Contract. LiveScore may assign, novate or transfer its rights and obligations under the Contract to any third party, provided however that LiveScore shall procure that the assignee complies with the terms and conditions of the Contract.

15.13 If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Contract which shall remain in full force and effect. If any provision of the Contract is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

15.14 The validity, construction and performance of the Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability or formation) shall be governed by and construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any such claim, dispute or matter arising under or in connection with the Contract and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

16 DATE OF THESE TERMS

These Terms were last updated on 4 December 2020 and supersede any previous version of these Terms.

ANNEX 1

ADVERTISING GUIDELINES

Prohibited Categories of Advertising

Ads for products or services coming within the recognised character of, or specifically concerned with these matters, shall not be permitted on LiveScore Properties:

  • smoking, vaping and all tobacco products. Also, non-tobacco and vaping products or services that share a name, emblem or other feature with a tobacco or vaping product, rolling papers and filters;
  • breath-testing devices and products that are intended to mask the effects of alcohol;
  • guns (including replica guns), gun clubs and offensive weapons (meaning items made or adapted to cause injury);
  • terrorist organisations;
  • prostitution, escort agencies, pornography and other adult services;
  • telecommunications-based sexual entertainment services including voice, text, image or video services of a sexual nature made available to consumers via a direct-response mechanism and are delivered over electronic communication networks;
  • products for the treatment of alcohol and illegal-substance dependence;
  • pyramid promotional schemes, meaning schemes in which consumers pay or give other consideration for the opportunity to receive compensation that is derived primarily from the introduction of other consumers into the scheme, not the sale or consumption of products;
  • the acquisition or disposal of units in collective investment schemes not authorised or recognised by the Financial Conduct Authority;
  • software piracy systems (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; and
  • activities generally understood as Internet abuse, including the sending of unsolicited bulk electronic mail or the use of malware or spyware.

For the avoidance of doubt, Ads must also not contain Advertising Materials that may indirectly promote any one of the aforementioned unacceptable products or services. For example, Ads must not refer the audience to a website or a publication if a significant part of that website or publication promotes a prohibited product or service.

Sensitive Categories of Advertising

Ads for products or services coming within the recognised character of, or specifically concerned with these matters, shall only be permitted on LiveScore Properties with the prior written specific approval of LiveScore.

  • political advertisements;
  • dating services, including text services; and/or
  • faith, religion and equivalent systems of belief.

Content

All Ads must not include any content that:

  • contains, promotes or has links to (a) content aimed at persons under 18 years of age; (b) pornographic or sexually explicit materials; (c) obscene language or materials; (d) hate material; (e) defamatory materials; (f) materials that promote, endorse or support violence, the use of firearms, terrorism of any kind or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status; (g) illegal content or deceptive practices, including pirated music websites and illegal content streaming;
  • disparages LiveScore or is deemed harmful to the reputation of LiveScore in its sole discretion;
  • contains any “pop-ups” or “pop-unders” that in any way restrict the view of any advertising space (unless required by Applicable Laws, including for example, cookies consent pop-ups or privacy information);
  • violates or infringes the intellectual property rights of others;
  • includes personal web pages, FREE hosted pages, blank pages with no content, or pages that only contain advertisements;
  • includes any flashing and shaking images, automatic expandables, iframe tags, false functionality (such as false exit buttons), smileys/emojis, automatic audio, or includes more than three (3) animation loops at a maximum of 15 frames per second.

All Ads must comply with LiveScore's Policies and IAB UK Standards and Guidelines (as available at URL https://www.iabuk.com/standards-guidelines) in respect of the format and content.

Compliance

Advertisers must ensure they have the rights to:

  • advertise the applicable products or services in the Territory;
  • use the content in Ads;
  • provide Ads to LiveScore for placement on LiveScore Properties.

All Ads must comply with:

  • the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing (“CAP Code”);
  • any other guidance issued by the Committee of Advertising Practice and/or the Advertising Standards Authority (including the ‘Gambling Advertising: Protecting Children and Young People - Advertising Guidance (Non-Broadcast and Broadcast)’);
  • any other Applicable Law (including those of the relevant Territory); and
  • the Interactive Advertising Bureau, Network Advertising Initiative, Digital Advertising Alliance, and European Interactive Digital Advertising Alliance codes of practice and self-regulatory principles in so far as they apply to the Advertising.

Betting and Gaming

All Ads in relation to betting and gaming must also comply with the CAP Code, any other guidance issued by the Advertising Standards Authority and the Gambling Commission in connection with betting and gaming, including the Gambling Industry Code for Socially Responsible Advertising (as if the advertising were taking place in the United Kingdom), and any other Applicable Law. In particular:

  • gambling operators must advertise in a socially responsible manner in compliance with the CAP Code and any other Applicable Law and guidance, and must proceed with caution, especially in relation to the protection of children;
  • advertising should direct consumers to a source of information about gambling and gambling responsibly, along with additional educational messaging where possible. If there is no appropriate source of information in the Territory which meets with LiveScore’s requirements, consumers should be directed to “www.begambleaware.org”.

All Ads in relation to betting and gaming in Romania must comply with all Applicable Laws of Romania and all Advertising Materials in relation to betting and gaming in Romania shall depict visibly:

  • minors’ interdiction to participate in gambling activities, signalled via visual symbols as required by the relevant Gaming Authority of Romania (being, at the date of these Terms, the National Gambling Office of Romania);
  • a logo of the relevant Gaming Authority of Romania (being, at the date of these Terms, the National Gambling Office of Romania);
  • the number of the licence to organize gambling activities as granted by the relevant Gaming Authority of Romania (being, at the date of these Terms, the National Gambling Office of Romania to Advertiser); and
  • any other mandatory requirements under Applicable Law of Romania and/or any applicable orders or codes of practice adopted by the relevant Gaming Authority of Romania (being, at the date of these Terms, the National Gambling Office in Romania).

All Ads supplied to LiveScore pursuant to Contracts for the sale of advertising inventory in a Territory that prohibits the advertisement of betting and/or gaming must not include any content that contains, promotes or links to any content advertising betting and/or gaming products and/or services.

ANNEX 2

ODDS SERVICES

This terms of this Annex 2 shall only apply where Odds Services are specified in the Order either by reference to an “odds integration widget” or any similar wording relating to the display of Advertiser’s odds on LiveScore Properties.

1. Odds Services

Where LiveScore agrees to make a service available pursuant to which Advertiser’s bookmaker odds can be incorporated via one or more data feeds managed by a third party on LiveScore's behalf for display on LiveScore Properties variously in (a) an odds voting widget; and/or (b) a live odds widget (in each case as operated, integrated and maintained by a third party on LiveScore's behalf) (the"Odds Services"), LiveScore shall have no liability to Advertiser or Agency for any Losses arising out of or in connection with the Odds Services and/or the Odds Data provided by Advertiser. The Odds Services are provided to the Advertiser on an "as is" basis and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from the Contract. Without prejudice to the generality of the foregoing, LiveScore shall have no liability for any Losses arising from the non-availability of the Odds Services or any inaccuracy in the Odds Data, and LiveScore does not warrant, represent or undertake that the Odds Services shall be fit for purpose or shall not infringe the rights of any third party.

2. Provision of Odds Data

Advertiser shall ensure that Odds Data as provided is accurate and up to date. Advertiser assumes sole responsibility and liability for Odds Data and any actions taken by the users of LiveScore Properties in reliance on such output and the Advertiser shall defend, indemnify, and hold harmless LiveScore from and against all Losses suffered or incurred, directly or indirectly, by or awarded against LiveScore arising out of or in connection with the Odds Data.

ANNEX 3

BRAND SAFETY POLICY

LiveScore Limited (“LiveScore”) is committed to, and indeed takes, advertiser brand safety very seriously. We want advertisers to feel comfortable with the environment through which their brand is communicated.

All advertisers must agree to our Advertising Terms and Conditions. We also have guidelines on the types of advertising that we don’t accept on our site and apps, which can be found in our Advertising Terms and Conditions and Advertising Guidelines (Annex 1).

All ads will appear on sites and apps owned and operated by LiveScore. The majority of these ads will appear alongside statistics and scores, which update in real time. Some ads will appear alongside our news feature. The content on our news feature is strictly sports-related and is either written by the LiveScore editorial team or by a third party content provider. We enter into agreements with such third parties in order to safeguard the types of content permitted on LiveScore.

All digital advertising campaigns are managed and vetted by our internal team. For Programmatic services, we have category blocks in place and additionally, we have many URL blocks installed on the site.

Our advertising and technical teams monitor delivery of inventory and have full transparency and visibility on where advertisements are running so that we are enabled to take rapid action to deal with any brand safety issues. If our team finds an advertisement that is considered at risk of inappropriateness, we will investigate and take action. We also take reasonable steps to resolve any ad take-down request promptly. Typically, we remove ads that breach our Advertising Terms and Conditions, or Guidelines within one working day (“working day” meaning Monday-Friday in the UK). We encourage advertisers who have concerns over the placement of their ads to contact us at ad.ops@livescore.com.

(Last updated: 4 December 2020)

TERMS AND CONDITIONS FOR ADVERTISING SALES - VERSION 3
TERMS AND CONDITIONS FOR ADVERTISING SALES - VERSION 2
TERMS AND CONDITIONS FOR ADVERTISING SALES - VERSION 1

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