Imprint

ONLINE PORTAL TERMS OF USE

TSG GLOBAL WAGERING SOLUTIONS LLC is a company registered in the United States of America under company number 98-0541421, with its registered office at 1209 Orange Street, Wilmington, Delaware, USA (“GWS”). GWS operates the website: www.xb-net.com (the “Portal”).

GWS is also licensed and regulated in Great Britain by the Gambling Commission under account number 43018.

1. These Terms

1.1 These terms of use (these “Terms”) describe how you may access and use the Portal, including the North American horseracing data (the “Additional Data”) and editorial content (the “Editorial Content” and, together with the Additional Data, the “Content”) available in the Portal.

1.2 In these Terms, when we refer to “we”, “us” or “our”, we mean GWS; and when we refer to “you”, “your” or the “Customer” we mean the current GWS customer accessing the Portal using login details provided by GWS.

2. Accessing the Portal

2.1 You may only use the Portal using the access details that we have provided to you by email. By using those details to access the Portal you represent and warrant to us that:

2.1.1 you are a current customer of GWS pursuant to a valid licence agreement between you and GWS under which GWS agrees to provide North American horseracing data and/or coverage to you (a “Licence Agreement”);

2.1.2 you have the authority to act on behalf of, and bind, the Customer; and

2.1.3 you will only grant access to your Portal login details to other employees or authorised representatives of the Customer who need such access in order for you to utilise the Content in accordance with these Terms.

2.2 To log in to the Portal, please use the login details provided by us to you and click to agree to these Terms which will govern that use of the Portal. We do not file contracts. The Portal is only available in the English language.

2.3 You are responsible for making all arrangements necessary for you to have access to the Portal. You are also responsible for ensuring that all persons who access the Portal using your login details are aware of these Terms and that they comply with them.

2.4 We have the right to disable your access to the Portal, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

2.5 You must keep your login details secure. If you know or suspect that anyone other than you knows your Portal login details, you must immediately notify us at legalnotices@xpressbet.com.

2.6 You are responsible for any unauthorised use of your login details.

3. The Content

3.1 Subject to your compliance in full with these Terms and the terms of your Licence Agreement, we grant to you a limited, non-exclusive, non-transferable, non-sub-licensable (save as permitted in your Licence Agreement), limited licence to use the Content in order to promote the availability on your remote gambling platforms and/or at your licensed betting premises of betting on the North American horseraces that are the subject of your Licence Agreement (and solely within the territory permitted by such Licence Agreement (the “Territory”)).

3.2 You acknowledge and agree that:

3.2.1 the Content is provided on an “as is” basis;

3.2.2 we make no representations or warranties in relation to the merchantability or fitness for a particular purpose of the Content, including the accuracy of any Content;

3.2.3 save for liability which may not be limited or excluded under applicable law, we shall not be liable for any inaccuracy or incompleteness of the information furnished as part of the Content and you shall take no action in respect of any of the foregoing; and

3.2.4 we are under no obligation to make the Portal and/or any Content available to you at any time (and we acknowledge and agree that you are under no obligation to use any of the Content that is made available via the Portal).

4. Acceptable use

4.1 You agree not to:

4.1.1 use the Portal and/or the Content in any way that breaches these Terms or any applicable local, national or international law or regulation;

4.1.2 copy, or otherwise reproduce or re-sell any part of the Portal and/or the Content unless expressly permitted to do so in these Terms;

4.1.3 do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Portal or any equipment, network or software used in operating the Portal;

4.1.4 use the Portal and/or the Content in any way that might damage the reputation of GWS;

4.1.5 edit any part of the Content; or

4.1.6 publish or otherwise use the Content outside of the Territory.

4.2 You must, as soon as reasonably practical following a request from us, remove any material featuring any part of the Content that has been published or otherwise used by you, on your behalf and/or under your authority.

4.3 You must maintain all licences, permissions and authorisations (including, without limitation, gambling licences and/or permits) that are in each case necessary for you to be able to publish and otherwise use the Content in accordance with these Terms.

4.4 We do not guarantee that the Portal will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Portal and we recommend that you use your own virus protection software.

4.5 You must not misuse the Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Portal, the server on which the Portal is stored or any server, computer or database connected to the Portal. You must not attack the Portal via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Portal will cease immediately.

4.6 We do not guarantee that the Portal, or any content on it, will always be available or be uninterrupted. Access to the Portal is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Portal without notice. We will not be liable to you if for any reason the Portal is unavailable at any time or for any period. We may update the Portal and/or change the content on it (including the Content) at any time.

4.7 The Portal and the Content on it are provided for general information purposes only. They are not intended to amount to advice on which you should rely.

5. Intellectual property

5.1 Any and all intellectual property rights and related goodwill arising anywhere and anyhow which vest in, derive from or are connected to the Portal and/or the Content (the “GWS IPRs”) shall in each case (as between us and you) be owned exclusively by us. Accordingly:

5.1.1 where the GWS IPRs and/or related goodwill are already owned by us, they shall continue (as between us and you) to be owned by us;

5.1.2 where the GWS IPRs and/or related goodwill are owned by you, you hereby assign immediately on creation with full title guarantee the same to us by way of an assignment of current and future intellectual property rights so that they become the sole and exclusive property of us. Without prejudice to the foregoing, you shall at our request forthwith execute any documents and do all other things necessary to effect such assignment; and

5.1.3 you hereby waive and shall procure that your staff and contractors waive any moral rights (as provided for by Chapter IV of Copyright Designs and Patents Act 1988 or similar provisions of law in any jurisdiction) applicable to any materials incorporating the Content provided by us.

5.2 You agree promptly to report to us any actual or suspected infringement of the rights (including, without limitation, intellectual property rights) in and to the Content, of which you are or become aware.

5.3 You agree not to assert any intellectual property rights in the Content or do anything that may infringe or undermine the GWS IPRs.

5.4 You will at our request give all reasonable co-operation to us (including the provision of documentation and making relevant personnel available) in any action, claim or proceedings brought or threatened in respect of the Content and we will be responsible for your reasonable costs in connection therewith.

6. Liability and Indemnity

6.1 Nothing in these Terms excludes or limits our liability for:

6.1.1 death or personal injury caused by our negligence;

6.1.2 fraud or fraudulent misrepresentation; and

6.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

6.2 Subject to clause 6.1, if we fail to comply with these Terms, our maximum liability to you is limited in the aggregate (in respect of a single claim or multiple claims) to a sum equal to £1,000.

6.3 We assume no responsibility for the content of websites linked to from the Portal. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

6.4 You hereby agree to indemnify us in respect of any and all losses, liabilities, damages, penalties, adverse effects, interest, costs and expenses (including the reasonable fees and expenses of solicitors and other professionals and specialists) resulting from any and all claims, demands, threats, judgments, causes of action, obligations and deficiencies that arise out of or are related to any breach by you of these Terms.

7. Suspension and termination

7.1 If you breach any of these Terms, we may immediately do any or all of the following (without limitation):

7.1.1 issue a warning to you;

7.1.2 temporarily or permanently withdraw your right to use the Portal;

7.1.3 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

7.1.4 take further legal action against you; and/or

7.1.5 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

7.2 You must cease using the Portal and making any use of the Content (or any part of it, meaning that you must also remove any materials that you have published or otherwise used that feature any part of the Content) immediately following the termination or expiry of your Licence Agreement.

8. General

8.1 We may make changes to these Terms from time to time. Each time you log in to the Portal, you will be asked to accept the most recent version of these Terms which will govern your use of the Portal. Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the Portal.

8.2 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

8.3 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

8.4 These Terms and the documents referred to herein constitute the entire agreement and understanding of you and us relating to the subject matter of these Terms and supersede any previous agreement or understanding between you and us in relation to such subject matter. You acknowledge that by logging into the Portal and accepting these Terms you have not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of us in relation to the subject-matter of these Terms at any time before they became effective (together “Pre-Contractual Statements”), other than those which are set out in these Terms. Each of you and us hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this clause 8.4 shall exclude or restrict the liability of either you or us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment.

8.5 These Terms are governed by the laws of England and Wales and you and we agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding their existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts of England and Wales.