Betable Limited ("Betable") owns software development tools for creating real-money online gaming applications which are hosted on Betable servers.
By clicking "I Agree", you ("Developer") acknowledge you have read these terms and conditions and agree to be bound by all terms and conditions in the Agreement.
- SDK License Subject to Developer's compliance with the terms and conditions of this Agreement, Betable hereby grants to Developer a revocable, non-exclusive, non-transferable, non-assignable, non-sublicenseable, limited license to use Betable's software development kit, including APIs and developer's tools (collectively "SDK") for the sole purpose of developing real-money gaming applications ("Games") to be hosted and operated on Betable's servers for end user play.
- Restrictions Developer will not and will not permit end users to: (i) modify, copy, or make derivative works based on any part of the SDK except as provided for in Subsection 2(a); (ii) except to the extent applicable law permits notwithstanding this limitation, reverse engineer, disassemble, decompile or otherwise attempt to access the source code of the SDK; (iii) remove, efface, or obscure any copyright or other proprietary notices or legends included in the SDK; (iv) interfere in any manner with the operation of the SDK; (v) transfer, assign, or license rights to the SDK other than to end users as permitted under this Agreement; (vi) incorporate Open Source Software into or combine Open Source Software with the SDK; (vii) distribute Open Source Software in conjunction with the SDK; or (viii) otherwise use the SDK in any manner that is not expressly authorized in or exceeds the scope of this Agreement. Developer will use the SDK in compliance with the documentation and instructions provided by Betable. "Open Source Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models.
- License. Developer hereby grants to Betable an exclusive, worldwide, royalty-free, fully paid up license to reproduce, display, publicly perform, transmit, host, use, and allow end users to use the Games.
- Source Code. Developer will provide a copy of the Game source code upon Betable's written notice of a request by any governing real-money gaming authority, including for compliance testing purposes.
- Betable Marks License. Subject to Developer's compliance with the terms and conditions of this Agreement, Betable hereby grants to Developer a revocable, non-exclusive, non-transferable, non-assignable (except as expressly provided herein), non-sublicenseable, limited license to use and display Betable's trade names, trademarks, service marks, logos, and domain names ("Betable Marks") solely for the purpose of promoting, advertising, or marketing the Games in accordance with the Marketing Guidelines available at Marketing Guidelines (as may be amended from time to time). All use of Betable Marks and goodwill associated therewith will inure to the benefit of Betable.
- Required Use. Developer will display a Betable Mark along with the tagline "Powered by Betable®" with the Games, including, but not limited to prominent placement on the player onboarding and log-in pages pursuant to the Marketing Guidelines.
- Restrictions. Developer may not issue any press release or public announcement using or referring to the Betable Marks or work performed under this Agreement, without Betable's prior written consent. Developer will not use Betable Marks to disparage Betable or its products or services.
Developer hereby grants to Betable a non-exclusive, non-transferable, non-assignable, worldwide, royalty-free, limited license to use and display Developer's trade names, trademarks, service marks, logos, and domain names ("Developer Marks") solely for the purpose of promoting, advertising, or marketing the Games and Developer's use of Betable products and services. Betable may use Developer Marks at public events and announcements, including press releases, conferences, media events, and other marketing opportunities, and on Betable's website and marketing materials. All use of Developer Marks and goodwill associated therewith will inure to the benefit of Developer.
"Sandbox" is Betable's test environment where Developer may test the Games. All accounts and transactions made in Sandbox are not real and no real money will be transferred or exchanged. Developer may only use Sandbox for testing and will not tamper, hack, modify, or otherwise corrupt the security or functionality of Sandbox. Developer also will not use any robot, spider, or other automatic device to create Sandbox accounts. Developer will not take any action that imposes an unreasonable or disproportionately large load on Betable's infrastructure.
Betable will provide Developer an online account on developers.betable.com ("Developer Dashboard"). Developer may use its Developer Dashboard to access the SDK, Sandbox and a unique confidential application keys and application secrets ("API Credentials") that will permit Developer to launch Games subject to the requirements herein. Developer agrees to keep its Developer Dashboard log-in credentials and the API Credentials confidential and Developer may not sell, transfer, sublicense, or disclose its Developer Dashboard log-in credentials or the API Credentials to any third party.
In the event Developer provides suggestions, comments, or other feedback ("Feedback") to Betable with respect to Betable's products or services, Developer hereby assigns all right, title, and interest in and to the Feedback and Betable will be free to reproduce, make, use, create derivative works of, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of Feedback (and derivative works thereof) without obligation of any kind to Developer.
As between the parties, Betable retains all right, title, and interest in and to the SDK, Sandbox, Betable Marks, Feedback, and all intellectual property rights embodied therein, and except as expressly provided herein, nothing in this Agreement transfers or licenses any rights in or ownership of the SDK, Sandbox, Betable Marks, Feedback, or any intellectual property rights of Betable. As between the parties, Developer retains all right, title, and interest in and to the Game, Developer Marks and all intellectual property rights embodied therein, and except as expressly provided herein, nothing in this Agreement transfers or licenses any rights in or ownership of the Game, Developer Marks, or any intellectual property rights of Developer.
Prior to launch of any Game, Developer will provide to Betable: (a) a final version of the Game; and (b) a written player's guide to the Game ("Game Rules") for review and approval.
Prior to launch of any Game, Developer will pay to Betable a management fee calculated by Betable based on Developer's Game parameters and Game Rules and regulatory compliance testing costs, if applicable ("Game Management Fee").
Betable will maintain a separate ledger for each Game ("Game Ledger"). The initial amount in the Game Ledger will be the amount of the Game Management Fee for that Game. The amount in the Game Ledger will increase by the amount of each stake paid by end users for that Game, and will decrease by each amount won by end users playing that Game. On each anniversary of the launch of the Game, Developer will pay to Betable the amount to reset the Game Ledger to the corresponding Game Management Fee. The money represented by the Game Ledger will not be held in a separate account.
- Betable will collect stakes from, and pay any winnings to, end users of the Games.
- Betable will pay commission of 50% of Net Profit to Developer for each Game ("Commission"). "Net Profit" means all stakes paid for the Game received by Betable from end users, less costs incurred by Betable for that Game, including: (i) monies won by end users playing the Game; (ii) third party software providers; (iii) third party service providers; (iv) affiliate fees; (v) end user identity checks; (vi) any bonus, incentive or promotional offers; (vii) Game hosting services; (vii) credit card transaction fees or other payment method transaction fees; (viii) credit card charge-backs, adjustments, or other reversal of payment fees, fraudulent or otherwise voided or modified transactions; (ix) bad debt; and (x) any betting or gambling duty, gaming licensing fee, tax, or other regulatory duty.
- All Commission will be paid in British Pounds Sterling (GBP).If Developer's aggregate Commission for any calendar month is at least 100 GBP, Betable will pay the Commission to Developer on a monthly basis, within 30 days of the end of the applicable calendar month. Otherwise, Betable will make payments on a quarterly basis, within 30 days of the end of the applicable calendar quarter. With each Commission payment, Betable will provide Developer a report that includes the aggregate amounts deducted from the total monthly stakes in each of the categories described in clauses 13(b)(i) through 13(b)(x).
- Betable may, without limiting its other rights or remedies, set off any amount owing to it by the Developer against any amount payable by Betable to the Developer
- Any payments under this Agreement are exclusive of value added tax chargeable for the time being ("VAT"). Where any taxable supply for VAT purposes is made under this Agreement, the paying party will, on receipt of a valid VAT invoice from the other party, pay to the paying party such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the original supply.
- The Developer will make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, the Developer will, when making the payment to which the withholding or deduction relates, pay to Betable such additional amount as will ensure that Betable receives the same total amount that it would have received if no such withholding or deduction had been required.
- Term. This Agreement will commence on the date that Developer agrees to this Agreement by checking "I Agree" these terms and conditions ("Effective Date") and will continue for two (2) years ("Initial Term"). Thereafter, this Agreement will automatically renew for periods of one (1) year ("Renewal Term") at the end of the Initial Term or any Renewal Term, unless either party provides notice to the other of its intent not to renew at least 30 days prior to the end of the Initial Term or any Renewal Term. Collectively, the Initial Term and any Renewal Term(s) constitute the "Term".
- Suspension. Without affecting any other rights and remedies available to Betable under this Agreement, Betable may immediately suspend any Game due to: (i) Game malfunction; (ii) suspected fraudulent Game activity; (iii) violation of any applicable law or regulation, including but not limited to failure to comply with any real-money gaming regulation; (iv) insufficient Game Ledger balance for Game play; or (v) material breach of any term of this Agreement.
- Termination. Either party may terminate this Agreement in the event that the other party is in material breach of any of its obligations under this Agreement after providing written notice of such breach and thirty (30) days to cure such breach; provided that, notwithstanding the foregoing, Betable may immediately terminate this Agreement if Developer is infringing Betable's intellectual property rights, is in breach of Section 3(c), Section 16, Section 17(a)(iv), or attempts to assign this Agreement in violation of 22(d). Betable may terminate this Agreement at any time, without cause, by providing Developer ten (10) days' written notice (including email). After the Initial Term, Developer may terminate this Agreement, at any time, without cause, by providing Betable thirty (30) days' notice.
- Effect of Termination. On termination or expiration of this Agreement:
- Betable will pay the outstanding amounts of any Commission earned by Developer prior to termination or expiration of the Agreement on the date such payment would have fallen due, but for such termination or expiration;
- The Game and Game Rules will no longer be available to end users, subject only to the determination of any gambling transaction entered into by any end user in the Game prior to such termination or expiration; and
- Subject to Subsection 22(h), and without prejudice to any rights and remedies of the parties accrued prior to such termination or expiration, all rights and obligations of the parties under this Agreement will cease immediately
- Each party ("Receiving Party") will retain in confidence the terms of this Agreement and all other non-public information, technology, materials and know-how disclosed to it by the other party ("Disclosing Party") or acquired by the Receiving Party pursuant to or in connection with this Agreement that is either designated as proprietary or confidential or, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary or confidential ("Confidential Information"); provided that the Receiving Party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. The Receiving Party will not use any Confidential Information for any purpose other than to carry out the activities contemplated by this Agreement. The Receiving Party will protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event less than reasonable care in protecting such information. The Receiving Party will also promptly notify the Disclosing Party in writing in the event that The Receiving Party learns of any unauthorized use or disclosure of any Confidential Information, and will cooperate with the Disclosing Party in good faith to remedy such occurrence to the extent reasonably possible. The restrictions set forth in this paragraph will not apply to any information that: (a) was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by the Disclosing Party, as evidenced in writing; (b) was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed, and provided that the Disclosing Party is given the opportunity to review and redact the Confidential Information prior to disclosure); or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. Upon request, the Receiving Party will return to the Disclosing Party all materials and any copies thereof, in any medium, that contain or reveal all or any part of any Confidential Information. The Receiving Party acknowledges that breach of this provision will result in irreparable harm to the Disclosing Party, for which money damages would be an insufficient remedy, and therefore the Disclosing Party will be entitled to seek injunctive relief to enforce the provisions this Section.
- Customer and Revenue Information. Developer will not disclose to any third party any end-user player information, usage data, revenue data, or other data generated by or through use of the Game via Betable's products or services, without Betable's consent, including but not limited to: number of real-money players, conversion rates of free-to-real money players and paying-to-real-money players, average revenue per user, customer lifetime value, cost per acquisition, return on investment, profits, or any percentages, comparisons, or other analytics derived therefrom.
- Developer represents, covenants and warrants to Betable that
- it is duly formed and validly existing under the laws of its state of incorporation and has all rights and the corporate capacity to enter into this Agreement and to perform each of its obligations hereunder;
- all Games and Game Rules comply with the obligations set out in the Game Publishing Checklist and any template rules for the applicable Game genre available at https://developers.betable.com/docs/#publishing-checklist
- to the extent applicable, all Games and Game Rules comply with the Gambling Commission's technical standards for remote gambling systems available at http://www.gamblingcommission.gov.uk/shared_content_areas/technical_standards.aspx
- Developer Marks, Game, or Game Rules do not infringe upon or violate any rights of any third party;
- it will comply with all laws, statutes, ordinances, codes, rules and regulations of any governmental body which are in force as of the Effective Date or which come into force during the Term, and which are specifically applicable to the performance by Developer of its obligations under this Agreement; and
- Developer will not, by its act or omission, do anything which may have an adverse effect on Betable's ability to hold or maintain its real-money gaming license
- Betable represents, covenants and warrants to Developer that:
- it is duly formed and validly existing under the laws of the United Kingdom and has all rights and the corporate capacity to enter into this Agreement and to perform each of its obligations hereunder;
- it holds, and will maintain throughout the Term, all licenses, permits, consents and authorizations necessary to perform real-money gaming services in the United Kingdom; and
- to its knowledge, the SDK, Sandbox, and Betable Marks do not infringe upon or violate any rights of any third party
- Indemnity Each party ("Indemnifying Party") hereby releases and will defend, hold harmless, the other party and its subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns (collectively "Indemnified Parties"), from any third party allegation or claim and against any loss, damage, settlement, cost, expense and any other liability (including reasonable attorneys' fees incurred and/or those necessary to successfully establish the right to indemnification) ("collectively "Claims"), to the extent arising from or related to the Indemnifying Party's breach of its representations or warranties under this Agreement, gross negligence, strict liability or willful misconduct. Indemnifying Party's duty to defend is independent of its duty to indemnify.
- Notification and Cooperation The Indemnified Party will give the Indemnifying Party prompt written notice of any claim subject to indemnification. The Indemnifying Party will use counsel reasonably satisfactory to the Indemnified Party to defend each Claim, and the Indemnified Party will cooperate (at the Indemnifying Party's expense) with the Indemnifying Party in the defense. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement without the Indemnified Party's prior written consent, which may not be unreasonably withheld. At its discretion and expense, the Indemnified Party may participate in the defense, any appeals, and settlement with counsel of its own choosing. If at any time the Indemnified Party reasonably determines that the Indemnifying Party is not effectively and diligently defending any Claim, the Indemnified Party may take control of the defense of the Claim at the Indemnifying Party's expense (without limiting the Indemnifying Party's indemnification obligations).
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 17, THE SDK, SANDBOX, AND BETABLE MARKS, ARE PROVIDED "AS-IS" AND BETABLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTION 16 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 18 (INDEMNIFICATION), BREACH OF SECTION 17(A)(VI), GROSS NEGLIGENCE OR WILFULL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BETABLE'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AGGREGATE AMOUNT OF BETABLE'S NET PROFIT PORTION UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS
- Without prejudice to any other obligation or liability of Developer in connection with this Agreement, Developer will effect and maintain throughout the Term and for a period of five (5) years thereafter with a reputable and financially sound insurer adequate product liability and professional indemnity insurance with cover of no less than five million US Dollars ($5,000,000) per policy in respect of claims arising in connection with the Games or their use. Betable reserves the right upon sixty (60) days' notice to Developer to increase the coverage amount requirement based on increased Game play stakes.
- Developer will: (i) comply fully with the terms of such insurance policies and pay all premiums due; (ii) upon request, provide to Betable on request a copy of such insurance policies and evidence that all premiums have been paid; (iii) not commit or omit any action which would entitle any insurer to refuse to pay any claim under such insurance policies; and (iv) not make or permit to be made any changes to such insurance policies without the prior written consent of Betable.
- Publicity. Developer will not issue any press release, make any other disclosures regarding real-money gaming, real-money gaming data created under this Agreement, this Agreement or its terms or the nature or existence of any relationship between the parties without Betable's prior written consent.
- Relationship of the Parties. The relationship of Betable and Developer established by this Agreement is that of independent parties. Nothing contained in this Agreement in intended, or is to be construed, to constitute Betable and Developer as partners in the legal sense. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
- No Waiver. Neither party waives any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.
- Assignment. Developer will not assign any part or all of this Agreement without Betable's prior written consent. Any attempt to assign in violation of this Section is void in each instance. Notwithstanding the foregoing, Developer may assign this Agreement in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction, except to any entity that is licensed as a real-money gaming operator, has applied for a real money gaming operator license, or has directly or indirectly engaged another real-money gaming operator.
- Governing Law, Venue, and Jurisdiction. This Agreement is governed by California law, excluding its conflicts of law rules. Developer irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in San Francisco, San Francisco County, California, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts.
- Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
- Survival. The following provisions of this Agreement survive termination or expiration: 2(b), 4(c), 8, 9, 15(d), and 16-22.
- Entire Agreement. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter herein and supersedes the parties' prior agreements, understandings and discussions relating to subject matter herein. No modification of this Agreement is binding unless it is in writing and signed by Betable and Developer.