EMBED PARTNER GENERAL Terms & Conditions

1. Definitions and Interpretation

1.1 In these General Terms and Conditions, capitalised terms shall have the meaning given in the Order Forms or as otherwise set out below.

“Agreement” means, together, the Order Form and these General Terms and Conditions.

“Applicable Law” means all applicable laws, regulations, codes of practice, guidelines, decisions, orders and decrees imposed by law or any competent national or international governmental or quasi-governmental regulatory authority.

“Confidential Information” means any financial, business, marketing, technical or other data and all other information (whether written, oral or in electronic form or on magnetic or other media) relating to the disclosing party, its business or activities, or which is disclosed by the disclosing party or its agents and which marked or stated to be confidential or which due to its character or nature, a reasonable person in a like position and under like circumstances would treat as and/or reasonably believe to be confidential, and which shall include these General Terms and Conditions.

“Consent” means an affirmative consent that has not been subsequently revoked by the user. Where consent has to meet European Rules, then such consent must meet the requirements set out in Article 7, recitals 32, 42 and 43 of the GDPR and, in particular, without limiting this general obligation, must identify, OneFootball and the other Named Partners, explain the user's rights and allow OneFootball and the Named Partners to demonstrate that each user has given consent to them. The Embed Partner shall also ensure that the information above is presented to the user before Device Data is collected in an interface that the user has to see, and that the information is displayed without the user having to click onto other content to see this information;

“Data Protection Legislation” means all applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction;

“Data Controller, Processing, Personal Data, and Data Subject” shall have the respective meanings given to each of them in GDPR;

"Device Data" means data collected on the on the Embed Partners' website or application (including the Embed Player if embedded on the Embed Partner online properties) from an end user device that is associated with a persistent identifier (such as a cookie ID) and any other data which falls under Article 5(3) of European Directive 2002/58/EC (as amended by Directive 2009/136/EC) (including its implementing legislation);

“Embed Partner Advertising” means advertising for the Embed Player which is generated by the Embed Partner (whether on a 'second look' or other basis) which is served through the Embed Player on the Embed Partner Digital Platform (whether before, after or otherwise in connection with OneFootball Content on the Embed Player).

“Embed Partner Advertising Revenue” means any and all revenue and other amounts received by the Embed Partner in the applicable period in respect of Embed Partner Advertising, prior to distributing or being deemed to distribute (where relevant) any applicable Embed Partner Advertising Revenue Share to OneFootball.

“Embed Partner Digital Platform” means the website(s) available at the domains owned by Embed Partner from time to time, app(s) and/or digital platform(s) operated by, or on behalf of, the Embed Partner, in each case as notified to OneFootball.

“Embed Partner Net Advertising Revenue” means, for the applicable period, the Embed Partner Advertising Revenue received by the Embed Partner LESS any commission or other costs actually paid by the Embed Partner to an agency or other third party in relation to the Embed Partner Advertising, provided that such costs have been agreed in writing in advance by OneFootball.

“Embed Partner Net Advertising Revenue Share” means OneFootball's applicable share of Embed Partner Net Advertising Revenue as set out in the Order Form.

“Embed Player” means the video player operated by OneFootball and made available on the Embed Partner Digital Platform through OneFootball.

“European Rules” means European Directive 2002/58/EC (as amended by Directive 2009/136/EC), GDPR and any other legislation or codes of practice which are applicable to the protection of personal data and direct marketing within the European Economic Area, Switzerland, or the United Kingdom, including any and all amendments or replacements for such legislation and codes including guidance and codes of practice issued by supervisory authorities.

“GDPR” means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679; and (ii) Regulation (EU) 2016/679 as amended by any legislation arising out of the withdrawal of the UK from the European Union.

“General Terms and Conditions” means these general terms and conditions.

“IP Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Named Partners” means Lotame Solution Inc.

“OneFootball Advertising” means advertising for the Embed Player which is generated by OneFootball which is served through the Embed Player on Embed Partner Digital Platform (whether before or after with OneFootball Content on the Embed Player).

“OneFootball Advertising Revenue” means any and all revenue and other amounts received by OneFootball in the applicable period in respect of OneFootball Advertising, prior to distributing or being deemed to distribute (where relevant) any applicable OneFootball Net Advertising Revenue Share to the Embed Partner.

“OneFootball Content” means all the content (including videos and music) on the Embed Player, with the exception of OneFootball Advertising and/or Embed Partner Advertising (as applicable).

“OneFootball Net Advertising Revenue Share” means Embed Partner's applicable share of OneFootball Net Advertising Revenue, as set out in the Order Form.

“OneFootball Net Advertising Revenue” means, for the applicable period, the OneFootball Advertising Revenue received by OneFootball LESS: any commission or other costs actually paid by OneFootball to an agency or other third party in relation to the OneFootball Advertising;

“Order Form” means the separate agreement between OneFootball and the Embed Partner, which contains certain key commercial terms and which, along with these General Terms, collectively constitutes the Agreement.

“Parties” means OneFootball and the Embed Partner, and Party shall mean any one of them.

“Permitted Purposes” means the use of Personal Data (including Device Data) to perform analytics, target advertising; personalise content; analyse the effectiveness of ad campaigns and personalisation; prevent click frauds, permit click fund attribution, and other online or digital media);

“Prohibited Data” means (a) data which falls within the "special categories" set out in GDPR, (b) data relating to children who are under 16 years old (or if different the age of a child that applies in the relevant jurisdiction where the user is located

“Territory” means worldwide, subject always to clause 3.6.

1.2 In this Agreement, unless the context requires otherwise: (a) references to clauses are to the clauses in this Agreement; (b) the headings are for convenience only and do not affect the meaning of this Agreement; (c) words in the singular include the plural and in the plural include the singular; (d) references to any documents or statutory provisions will be deemed to include any amendment, replacement or re-enactment of such document or statutory provisions for the time being in force; (e) any phrase introduced by the terms "including", "include", "in particular" or any similar word, phrase or expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (f) in the event of any conflict between the provisions of the Order Form and provisions of the General Terms and Conditions, the provisions in the Order Form shall prevail.

1.3 This Agreement may be translated into languages other than English. In the event of any inconsistency or conflict between the English language version and any other version, the English language version of this Agreement shall prevail.

2. Term

The Agreement will become effective as of the Effective Date and will remain in effect for the entire duration stated in the Order Form.

3. License to the Embed Player

3.1 Subject to compliance by the Embed Partner with the provisions of this Agreement, OneFootball grants to the Embed Partner a non-exclusive, personal, royalty-free, non-transferable license for the Term to:

a. embed the Embed Player on the Embed Partner Digital Platform(s); and b. make available the OneFootball Content to persons located in the Territory.

3.2 OneFootball shall provide the Embed Partner with access to its content management system (CMS) to enable the Embed Partner to embed the Embed Player on the Embed Partner Digital Platform, and with reasonable support in relation to the embedding of the Embed Player.

3.3 The Embed Partner shall not copy (except to the extent specifically permitted under this Agreement) reverse engineer, attempt to derive the source code of, modify, update, alter, download or create derivative works of the Embed Player, the OneFootball Content and/or any OneFootball Advertising in any way without the prior written permission of OneFootball. Except as permitted by OneFootball in writing, the Embed Partner shall not distribute or make the Embed Player available to any third party.

3.4 The Embed Partner shall ensure that the Embed Player and the OneFootball Content is not used alongside, in conjunction or in connection with, and the Embed Partners Digital Platform does not contain, any content which may harm the reputation of OneFootball or the Embed Player. The Embed Partner shall immediately remove any such content immediately following a request from OneFootball.

3.5 The Embed Partner acknowledges and agrees that OneFootball makes no warranty, representation or undertaking as to the availability of the Embed Player, the compatibility of the Embed Player with the Embed Partner Digital Platform and/or the substance of the OneFootball Content or the Advertising.

3.6 OneFootball may, on written notice to the Embed Partner, remove any country or countries from the Territory and, therefore, from the scope of the licence granted to the Embed Partner in clause 3.1, provided that OneFootball shall not be entitled to remove the Primary Territory without the prior written agreement of the Embed Partner. If OneFootball notifies the Embed Partner of the removal of any country or countries from the Territory, the Partner shall immediately cease to make the Embed Partner Digital Platform (in so far as it contains the Embed Player) available to users in such removed country or countries. 3.7 All rights not expressly granted to the Embed Partner under this Agreement are reserved to OneFootball for exploitation as it sees fit.

4. Advertising and Marketing

4.1 The Parties acknowledge and agree that OneFootball and the Embed Partner shall (if applicable) be responsible for procuring OneFootball Advertising and Embed Partner Advertising respectively for display on the Embed Player in accordance with the Order Form.

4.2 The Embed Partner shall ensure that the Embed Partner Advertising does not contain any content which (in OneFootball's opinion) may harm the reputation of OneFootball or the Embed Player. The Embed Partner shall immediately remove any such harmful Embed Partner Advertising following a request from the OneFootball.

5. Payment

5.1 In consideration for the mutual promises set forth in the Agreement, the sufficiency of which is hereby acknowledged, the Parties agree that: OneFootball shall (if applicable) pay the OneFootball Net Advertising Revenue Share to the Embed Partner; and the Embed Partner shall (if applicable) pay the Embed Partner Net Advertising Revenue Share to OneFootball.

5.2 Within 30 days of the end of each calendar month during the Term, OneFootball shall (if applicable) prepare a report for the Embed Partner setting out the OneFootball Advertising Revenue received by it in the previous calendar month and the applicable OneFootball Net Advertising Revenue Share due to the Embed Partner (the OneFootball Monthly Report).

5.3 Following receipt of the OneFootball Monthly Report, the Embed Partner shall issue an invoice to OneFootball for the OneFootball Net Advertising Revenue Share, such invoice is to be paid in full within 60 days upon receipt by OneFootball.

5.4 Within 30 days of the end of each calendar month during the Term, the Embed Partner shall (if applicable) prepare a report for OneFootball setting out Embed Partner Advertising Revenue received by it in the previous calendar month and the applicable Embed Partner Net Advertising Revenue Share due to OneFootball (the "Embed Partner Monthly Report").

5.5 Following receipt of the Embed Partner Monthly Report by OneFootball, OneFootball shall issue an invoice to the Embed Partner for the Embed Partner Net Advertising Revenue Share, such invoice is to be paid in full within 60 days upon receipt by the Embed Partner.

5.6 Where a Party is required to make a payment under or in connection with this Agreement (such Party the Paying Party), all sums payable by the Paying Party:

a. shall be paid by the Paying Party in and by telegraphic transfer to such bank account as notified by the Party that is owed sums under or in connection with this Agreement (such Party the Receiving Party) in writing from time to time, subject to receiving a corresponding invoice from the Receiving Party for the relevant amount;

b. are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question;

c. shall be made in full without any set off, deduction or other withholding whatsoever including any deduction or withholding for any tax, currency control restrictions or other withholdings, unless required by Applicable Law of the country of residence of the applicable Party; and

d. if any sum payable under this Agreement is not paid by the Paying Party within 30 days after the due date then the Receiving Party reserves the right to charge interest on such sum from the date when such payment is due until the date of actual payment by the Paying Party (after as well as before judgment) at a rate per annum of two per cent (2%) above the base rate of the Bank of England from time to time in force.

6. Warranties and Representations

6.1 OneFootball warrants and undertakes to the Embed Partner that:

a. it has full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it by this Agreement;

b. performance by it of this Agreement will not breach any Applicable Law or agreement by which it is bound; and

c. it is either the owner of the OneFootball Content or has obtained a licence from the applicable club to make the OneFootball Content available in the Territory on the Embed Player.

6.2 The Embed Partner warrants and undertakes to OneFootball that:

a. it has, and will continue to have throughout the Term, full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it by this Agreement;

b. performance by it of this Agreement will not breach any Applicable Law or agreement by which it is bound; and

c. it will observe and abide by all Applicable Laws (including in relation to the operation, provision and contents of the Embed Partner Digital Platform).

7. Intellectual Property

7.1 Each Party agrees and acknowledges that (as between the Parties) OneFootball shall own all right, title and interest in and to the Embed Player and the OneFootball Content (including all IP Rights).

7.2 If and to the extent that any IP Rights in the OneFootball Content or Embed Player become vested in the Embed Partner, the Embed Partner hereby assigns all such IP Rights (by way of a present assignment of past, present and future rights) to OneFootball (or its nominee) with full title guarantee. All goodwill arising from the Embed Partner's use of the Embed Player in accordance with this Agreement shall accrue to OneFootball (or its nominee).

7.3 The Embed Partner shall, at the request of OneFootball, do all such further acts and execute all such documents as may from time to time be necessary to vest all IP Rights in the Embed Player or any OneFootball Content in OneFootball (or its nominee).

7.4 OneFootball shall indemnify and hold harmless the Embed Partner against any direct losses, damages, reasonable costs and expenses (including all reasonable legal and professional fees) incurred or suffered by the Embed Partner arising out of or resulting from any claims from a third party against the Embed Partner that the Embed Partner’s use of the OneFootball Content and/or OneFootball Advertising in accordance with the terms of this Agreement infringe such party’s IP Rights.

8. Announcements and Confidentiality

8.1 The Parties agree to keep all Confidential Information confidential at all times and agree not to disclose any Confidential Information to any third party without the disclosing party's written consent, provided that this obligation shall not apply to Confidential Information:

a. which is required to be disclosed by reason of law or statutory or other regulation;

b. which the receiving party obtains from some other person with good legal title thereto; or

c. which is in or comes into the public domain otherwise than through the default or negligence of the receiving party or which is independently developed by or for the receiving party.

8.2 The provisions of this clause 8 shall survive for a period of 24 months from the termination of this Agreement (howsoever arising), or such shorter period as is legally permissible.

9. Termination and Suspension

9.1 Either Party may terminate this Agreement at any time by giving at least fourteen (14) days written notice to the other Party.

9.2 Without prejudice to its rights and remedies at law or otherwise, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party in the event that:

a. the other Party is in material breach of its obligations under this Agreement and such breach is not capable of remedy or the other Party does not remedy such breach (if the same is capable of remedy) within 10 days of being required by written notice so to do;

b. any warranty or undertaking provided under this Agreement by the other Party is found to be untrue or misleading;

c. the other Party goes into liquidation or an administrator or receiver is appointed over the whole or any part of that other Party's assets or that other Party enters into any arrangement with its creditors generally or threatens to do any of these things, or there is any similar occurrence under any jurisdiction affecting the other Party; or

d. in the event that the other Party ceases or threatens to cease to carry on business.

9.3. Without prejudice to OneFootball's other rights and remedies, OneFootball may suspend the licence granted to the Embed Partner in clause 3.1 if any event occurs that would give rise to a right for OneFootball to terminate this Agreement (except pursuant to clause 9.1) for such period as such event is occurring.

10. Consequences of Termination or Suspension

10.1 Expiration or earlier termination of this Agreement shall:

a. be without prejudice to all rights and remedies that have already accrued to either Party under this Agreement prior to such expiry or earlier termination; and

b. not affect any provision of this Agreement which is expressly or by implication intended to come into or remain in effect on or after termination or expiry.

10.2 On expiry or earlier termination of this Agreement:

a. all of the rights granted to the Embed Partner shall forthwith terminate and automatically revert to OneFootball for OneFootball to exercise and/or grant as it sees fit;

b. the Embed Partner shall immediately remove the Embed Player and all OneFootball Content from the Embed Partner Digital Platform;

c. all sums due and payable by one Party to another as at the date of termination or expiry of this Agreement (as applicable) will be paid within 30 days;

d. the Embed Partner shall not use or exploit its previous connection with OneFootball, whether directly or indirectly; and

e. each Party shall promptly destroy or return to the other Party (as instructed by the other Party) all of the property of the other and all Confidential Information belonging to the other Party within its possession or reasonable control.

10.3 On suspension of this Agreement in accordance with clause 9.3, the Local Partner shall immediately remove the Embed Player and all OneFootball Content from the Embed Partner Digital Platform and shall cease to exercise its rights under this Agreement until OneFootball confirms in writing that the suspension period has ended.

11. Limitation of Liability

11.1 Nothing in this Agreement shall exclude or restrict either Party's liability for fraudulent misrepresentation or concealment, or any other liability that cannot be excluded or restricted by law.

11.2 Neither Party shall be liable to the other Party under this Agreement for any indirect or consequential loss or damage whatsoever, even if it was aware of the possibility of such loss or damage.

11.3 Subject to clause 11.4, each Party's maximum aggregate liability to the other in contract, tort or otherwise (including any liability for any negligent act or omission) howsoever under or in connection with this Agreement (excluding under the indemnity at clause 7.4) shall be limited to a sum equal to the total OneFootball Net Advertising Revenue Share or Embed Partner Net Advertising Revenue Share payable to the Embed Partner or OneFootball (as applicable) up to the time of the event giving rise to the first claim.

11.4 OneFootball’s maximum aggregate liability under the indemnity at clause 7.4 shall be limited to GBP £100,000.

11.5 The provisions of this clause 11 shall survive the expiry of earlier termination of this Agreement (howsoever arising).

12. Data Protection

12.1 The Embed Partner may also share certain Device Data (as defined above) with OneFootball.

12.2 In order to comply with applicable Data Protection Legislation, the Embed Partner has agreed that they shall each process the Competitions Data and, to the extent it is shared, device data on the terms set out in these General Terms and Condiotions.

12.3 To the extent that Device Data is collected and shared by the Embed Partner with OneFootball this Clause 12 “Data Protection” shall apply.

12.4 With respect to the initial collection of the Device Data, the parties agree that they are joint Data Controllers, and the parties shall process the Device Data in accordance with applicable Data Protection Legislation.

12.5 Prior to first collecting any Device Data or enabling OneFootball to collect such data, from the Embed Player and/or the Embed Partners' other websites, platforms or applications (together the 'Embed Partner Platforms'), the Embed Partnter shall:

(a) where required by Data Protection Legislation, obtain end user Consent to the collection of such data and use of such data by OneFootball and its Named Partners for the purposes described in this Addendum. Where the European Rules apply, the Embed Partner shall ensure that Consent shall be obtained within the IAB Transparency and Consent Framework v. 3.0 or equivalent transparency and Consent framework that meets the requirements of the European Rules (including specifically identifying OneFootball and its Named Partners) and that permits use of the Device Data by OneFootball and the Named Partners for the Permitted Purposes.

(b) provide notice to individuals, through a conspicuously accessible notice, that Device Data is being collected (subject to the end user's consent) for the Permitted Purpose (by organisations such as OneFootball and the Named Partners). The Embed Partner shall provide a url link in this notice to the Privacy Policies of OneFootball and the Named Partners. Where the European Rules apply (a) this notice shall be accompanied by a conspicuously accessible cookie overlay and (b) the notice must inform end users of their right to object to the use of their data for profiling for direct marketing purposes.

(c) Where the Embed Partner embed the OneFootball video player into their website, OneFootball and the Embed Partner are joint data controllers in respect of the initial collection of information about the users device collected by OneFootball for advertising and analytics purposes. In terms of the division of data protection obligations in respect of this processing, the Embed Partner provides notice and obtains the users permission for the collection of the device data, but the Embed Partner and OneFootball are otherwise responsible for their own compliance with data protection legislation. Further information on how OneFootball processes users information; including how OneFootball enables users to exercise their data protection rights, can be found in the OneFootball Privacy Policy.

12.6 Where the European Rules apply, the Embed Partner shall comply with them.

12.7 The Embed Partner shall not provide any Prohibited Data to OneFootball.

12.8 The Embed Partner agrees to provide OneFootball, within such timescales as OneFootball may reasonably specify, with such assistance as OneFootball may require demonstrating the obligations in this clause 12 “Data Protection” have been met including, but not limited to providing copies of notices provided and copies or other evidence of consent obtained.

13. Miscellaneous

13.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter.

13.2 In the event of a conflict between the provisions of the Order Form and these General Terms and Conditions, the provision in the Order Form shall prevail.

13.3 Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of this Agreement at any time before its signature, other than those which are set out in this Agreement.

13.4 Any notice or other communication given or made under this Agreement shall be in writing and shall be served by hand delivering it or sending it by prepaid courier, prepaid recorded delivery or registered post to the address, and for the attention of the person, as set out in the Order Form.

13.5 The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a Party waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

13.6 The rights and remedies of each Party under or in connection with this Agreement may only be waived by express written notice to the other Party. Any waiver shall apply only in the instance and for the purpose for which it is given.

13.7 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

13.8 The Embed Partner may not assign, sub-license, sub-contract, divest or otherwise deal with its rights or obligations hereunder without the prior written consent of OneFootball.

13.9 The Embed Partner acknowledges and agrees that OneFootball may assign, sub-license, sub-contract, divest or otherwise deal with its rights or obligations hereunder.

13.10 None of the terms of this Agreement shall be relied upon or enforceable by any third party who is not a party to this Agreement, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.11 This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same agreement.

13.12 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England and Wales.

13.13 All disputes and claims arising out of or in connection with this Agreement (including any dispute or claim relating to non-contractual obligations) will be subject to the exclusive jurisdiction of the courts of England and Wales.