Betbooster License Agreement

License Agreement

This License Agreement for the use of the digital data provided by LSports Ltd. (the “License”) constitutes a binding contract between LSports Ltd. (“we”, “us”, “our” or “LSports”), and Customer (“Customer”) identified in the Insertion Order (“IO”). The License shall commence in the Effective Date provided in the IO.

Terms that are used in this License shall have the meanings ascribed to them in the IO, unless defined otherwise herein.

Section A – License to use the Services

LSports’ business includes provision of analyzed sports data to customers lawfully engaged in the lottery and betting industry. BetBooster is a proprietary AI powered software that analyze sports data and statistics to provide Bet recommendations (“BetBooster”).

Customer may implement BetBooster in one of the two Methods.

Subject to the terms and conditions of this License and the IO, and in particular Customer’s payment of the Subscription Fee set forth in the IO, LSports hereby grants to Customer and Customer hereby receives from LSports, during the Term prescribed in the IO, a worldwide, nonexclusive, limited, revocable, non-assignable, non-transferable, non-sub-licensable, license to use the digital by any of the Methods designated in the IO (collectively, the Content and the Methods, the “Service(s)”), only for the following purposes:

Internally within Customer’s business operations;
Integrated in Customer’s products or services, provided that such products or services add significant and primary functionality to the Service and the Content, and do not replace, or compete with, the Service.
Additional Terms

Payment terms
Customer shall pay LSports the Subscription Fee specified in the IO, and all other applicable fees, in accordance with the payment methods specified in the IO and in this section. The periodic Subscription Fee is due on the first business day following the Effective Date, and each month thereafter, or on payment dates and frequency otherwise agreed by the parties in writing.
All amounts payable to LSports, pursuant to this License are exclusive of any excise, sales tax, VAT, withholding tax or other governmental charges or transaction charges. Customer is responsible for the payment of all such applicable taxes or charges and will remit grossed-up payments, to LSports, to include all such taxes and transaction charges, except for any taxes based solely on LSports’ net income.
All Subscription Fees paid by Customer are non-refundable. Customer is responsible for paying all applicable Subscription Fees, whether or not it has actively used the Service in any given period.
In any event that this License is terminated or expires for whatever reason, Customer will not be entitled to any refund or reimbursement for any Subscription Fees it has paid LSports and will not be relieved or excused of any payment obligations that have accrued until the effective date of termination or expiration of this License. The pro-rata monthly Subscription Fee for the period ending upon the termination or expiration of the License, is due upon the effective date of such termination or expiration.
Without derogating from any other rights and remedies available to LSports under the applicable law, fees overdue by Customer will accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the next business day after the original due date, until the date of actual payment. Customer agrees to reimburse LSports for all legal costs and attorney fees LSports incurs in the course of collecting Customer’s overdue fees.
Delay in payments of more than 7 business days from the payment’s original due date will constitute a material breach of the License.
LSports’ Rights
All rights, title and interest, including copyrights, trademarks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Services, the Content and any part thereof, including computer code, API, design, layout and the user interfaces of the Service, and all derivatives, improvements and variations thereof, are and will remain at all times, owned by, or licensed, to LSports. Other than the license expressly granted to Customer under this License, LSports retains all rights, title, and interest with respect to, or in connection with the Content or the Services.
Other than as necessary for Customer to utilize the Content as permitted by Section A above, Customer may not copy, distribute, display publicly, sublicense, execute publicly, make available to third parties, adapt, make commercial use of, process, translate, modify or create derivative works of, the Content, in any way, or by any means.
Customer may not reproduce, distribute, display publicly, make available to third parties, sublicense, decompile, disassemble, reduce to human readable form, reverse engineer or create derivative works of, the Service, in any way, or by any means.
Using the API
The following applies for Customers who designate the API as the Method they use in the IO

Subject to these License terms and the API’s technical restrictions and limitations specified below, Customer may access and use the API, strictly for the purposes we have specified in this License –
Customer must strictly follow and adhere to the API guidelines and instructions that we convey with respect to each API.
Except as relevant law may otherwise require to be permitted, Customer may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the API, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.
Customer may not use the API in order to develop, create or permit others to develop or create, a product or service similar to or competitive with the API.
Customer may not perform or attempt to perform any of the following in connection with the API: (i) breach the security of the API, identify, probe or scan any security vulnerabilities in the API, or accessing Data not intended for Customer; (ii) interfere with, circumvent, manipulate, overload, impair or disrupt the operation, or the functionality of the API; (iii) work around or circumvent any technical limitations in the API; (iv) use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the API; (vii) impersonate any person or entity, or make any false statements pertaining to Customer identity;; (viii) use the API in a scope or manner that may adversely impact the availability, stability or responsiveness of the API; (ix) forge any TCP/IP packet header or any part of the header information in any email; (x) send any virus, worm, Trojan horse or other malicious or harmful code or attachment (xi) transmit, or attempt to transmit spam messages or communications.
Customer may not use robots, crawlers and similar applications to scrape, harvest, collect or compile Content from or through the API. The foregoing shall not apply to acts of scraping, harvesting, collecting or compiling Content through the API’s official, documented API, to the extent that the API’s documented functionalities and purposes are consistent with such activities.
CUSTOMER MAY NOT USE THE API: (A) FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW, INCLUDING LAWS RELATED TO EXPORT CONTROL, SPAMMING, PRIVACY, INTELLECTUAL PROPERTY OR COMPUTER ACCESS, CONSUMER; OR (B) IN ANY MANNER THAT IS HARMFUL, THREATENING, ABUSIVE, HARASSING, TORTIOUS, DEFAMATORY, VULGAR, OBSCENE, LIBELOUS OR SIMILARLY OFFENSIVE.
Use of the API is subject to prior testing by Customer to ensure that the API is compliant with Customer’s services and that such use will not adversely impact Customer’s services or its end-users.
Customer is solely responsible for all costs, expenses, losses and liabilities incurred and for all activities Customer undertakes in connection with the use of the API.
WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE API, AS WELL AS MISUSE OF THE API. WE MAY SUSPEND OR TERMINATE CUSTOMER’S ACCESS TO OR USE OF THE API, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT CUSTOMER HAS ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE API.
Restrictions
Except as expressly set forth in Section A above or otherwise expressly consented by LSports in writing, Customer must not, directly or indirectly monetize, commercialize, sell, modify, transmit, distribute or otherwise disseminate the Content, the Service or any portion thereof.
Customer may not, directly or indirectly, either by itself or by others on its behalf:
Access or use the Service in order to develop, or create, a similar or competitive product or service;
Undertake any representation or warranty on behalf of LSports, or engage in any action or omission vis-à-vis any third party, which may impose any liability whatsoever upon LSports.
Provide the Service or the raw Content to third parties, including by reselling, licensing,
sublicensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service;
Collect, harvest, obtain or process information about the Service itself (including its operation, limitations, vulnerabilities, etc.), or about other users of the Service;
Engage in or attempt to engage in: (i) any form of testing, scanning, probing, robotic navigating, bulk extracting or hacking the Service; (ii) breaching the security of the Service, or any network or server used by the Service, or identifying any security vulnerabilities thereof; (iii) interfering with, circumventing, manipulating, impairing, burdening or disrupting the operation, or the functionality of the Service; (iv) working around or circumventing any technical limitations in the Service; or (v) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
USE THE SERVICE OR CONTENT IN CONNECTION WITH ANY ENGAGEMENT WITH CLIENTS, USERS OR CONSUMERS RESIDING OR LOCATED IN ISRAEL, WHERE SUCH ENGAGEMENT RELATES, OR COULD BE CONSIDERED RELATED, TO GAMING, GAMBLING, LOTTERIES OR SPORT-BETTING; OR
USE THE SERVICE OR CONTENT FOR ANY ACTIVITY THAT MAY CONSTITUTE, OR ENCOURAGES CONDUCT THAT MAY CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY LOCAL, STATE, OR NATIONAL LAW OR INDUSTRY STANDARD APPLICABLE IN THE JURISDICTION WHERE THE SERVICE OR CONTENT IS PROVIDED TO CUSTOMER AND ANY JURISDICTION IN WHICH CUSTOMER DOES BUSINESS OR ENGAGES IN ACTIVITY, INCLUDING ANY APPLICABLE LAWS AND REGULATIONS GOVERNING GAMING, GAMBLING, LOTTERIES AND SPORT-BETTING. IN PARTICULAR, CUSTOMER MAY NOT USE THE SERVICE OR CONTENT FOR, OR IN CONNECTION WITH, ANY ACTIVITY THAT MAY BE DEEMED, OR ENCOURAGE ACTIVITY THAT MAY BE DEEMED THREATENING, HARASSING, MISLEADING, DECEPTIVE, LIBELOUS, DEFAMATORY, VULGAR, OBSCENE, PROFANE OR OTHERWISE OBJECTIONABLE.
Without prejudice to any other right LSports has under this License or under law, LSports may employ technological measures to detect and prevent fraudulent or unauthorized use of the Service. LSports may terminate Customer’s account on the Service without prior notice, if LSports, at its discretion, deems Customer’s use of the Service to be fraudulent or unauthorized.
Breach
If either party commits a non-material breach of the License, and does not comply within 15 days after receiving a request in writing to remedy such breach, the non-breaching party may terminate this License with immediate effect. Either party may terminate this License immediately upon written notice to the other party, if the other party materially breaches this License or if the terminating party is required to do so by law.
Termination of this License by LSports due to Customer’s breach of the License will be in addition to, and not in lieu of, any equitable or other remedies available to LSports.
Representations and Warranties
Customer represents and warrants to LSports that –

It is not a competitor of LSports and is not using the Service, the Content or this License to engage in, or permit or assist others to engage in, competition with LSports;
Its entering into this License and its intended use of the Services do not violate any law to which Customer or its activities are subject, or any other agreement to which Customer is a party;
It has lawfully obtained all permits, authorizations and licenses required in connection with Customer’s activities, pursuant to the applicable law to which Customer or its operations are subject.
It duly submits all required reports to the competent tax authorities to which Costumer is subject.
Its shares are not held, directly or indirectly, by an Israeli resident (whether individuals or incorporated entities) and it is not subject to Israeli taxation.
It is not entering into this License on behalf of an Israeli resident (whether individuals or incorporated entities).
It assumes sole and exclusive responsibility to carry out such actions as it deem appropriate as a result of the Content.
LSports has no responsibility or liability, regarding Customer’s reliance upon, or use of, the Service, the actions or omissions Customer takes (or refrain from taking) in connection with the Service, or any consequences resulting therefrom.
Confidential Information
Customer acknowledges that the Service (and all elements thereof, including functionality, capabilities, structure, design and all other details related thereto, except for its mere existence and the Content), the provisions of the License (however, not its existence) and LSports’ business practices, documentation, presentations and technical support material, constitute LSports’ confidential information. Customer undertakes to treat all such information as confidential in a manner no less protective than Customer uses to protect its own similar assets, but in no event less than reasonable care. Customer will not disclose LSports’ confidential information, except to essential personnel on a strict ‘need to know’ basis, to the extent required to utilize the Service as permitted by this License.
If Customer is compelled by law to disclose LSports’ confidential information, it will provide LSports a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at LSports’ cost, if LSports wishes to contest the disclosure.
Modifications to the Service
LSports reserves the right to modify, adapt, improve, or enhance, the Service or any of its features, user interface, design or any other aspect related to it – at any time, with a 15 days’ prior notice to Customer. If LSports enhances the Service to include new or additional features or capabilities, LSports reserves the right to amend this License and the applicable Subscription Fees, and obtain Customer’s consent to such amendments, pursuant to section 18 below. If Customer does not agree to the amendments in their entirety, LSports reserves the right to terminate this License pursuant to the IO.

Term and Termination
This License enters into force upon the Effective Date and will remain in force and effect until terminated by either party, for any reason or for no reason at all, through a thirty (30) day prior, written notice to the other party – or until terminated pursuant to any other termination procedure prescribed in this License or permitted under the applicable law.

Immediately upon termination or expiration of this License, for whatever reason: (a) LSports will terminate Customer’s and access to the Service and delete its account from the Service; and (b) Customer must cease any and all use of the Service and cause all its designated users to cease any and all use of the Service.

Sections 2, 7, 10, 11 and 12 of this License will survive any termination or expiration of this License.

Disclaimer of Warranty
THE SERVICE AND THE CONTENT IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. LSPORTS DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE CONTENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY, COMPLETENESS OR CORRECTNESS. CUSTOMER AGREES AND ACKNOWLEDGE THAT THE USE OF THE SERVICE AND THE CONTENT IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT ITS OWN RISK. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE, PERFORMANCE OF THE SERVICE OR THE CONTENT, WHETHER MADE BY LSPORTS’ EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY LSPORTS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF LSPORTS WHATSOEVER.

BY PROVIDING THE CONTENT, LSPORTS DOES NOT ENDORSE, RECOMMEND OR SPONSOR TAKING (OR NOT TAKING) ANY ACTION OR MAKING ANY DECISION, IN CONNECTION WITH THE CONTENT. BY PROVIDING THE CONTENT, LSPORTS DOES NOT ENDORSE, RECOMMEND OR SPONSOR ANY OF THE EVENTS OR OCCURRENCES ADDRESSED BY, OR REFLECTED IN, THE CONTENT.

Limitation of Liability
UNDER NO CIRCUMSTANCES, UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF LSPORTS HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES OR CLAIM BY CUSTOMER OR ANY OTHER PARTY, SHALL LSPORTS OR ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF, BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING LOSS OF PROFITS, GOODWILL, BUSINESS AND COMMERCIAL LOSSES, ARISING FROM, OR IN CONNECTION WITH, THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ANY USE OF, OR THE INABILITY TO USE THE SERVICE OR THE CONTENT; ANY DAMAGE TO OR LOSS OF DATA; ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE; ANY RELIANCE BY CUSTOMER, OR OTHERS, ON THE CONTENT; ANY FAULT OR ERROR MADE BY LSPORTS’ STAFF, OR ANYONE ACTING ON THEIR BEHALF; ANY ERROR, INCOMPLETENESS, INCORRECTNESS, IMPROPRIETY, OFFENSIVENESS, UNLAWFULNESS OR INACCURACY OF THE CONTENT OR THE SERVICE; ANY OTHER BREACH OF LSPORTS’ OBLIGATIONS UNDER THIS LICENSE; WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; DAMAGES RESULTING FROM DISABLING OF THE CONTENT OR ANY DENIAL OR CANCELLATION OF CUSTOMER’S ACCOUNT ON THE SERVICE; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL LSPORTS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER IN CONNECTION WITH THE SERVICE, IN THE SIX (6) MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

Indemnity
Customer agrees to fully indemnify, defend and hold LSports, its managers, directors, shareholders, employees, sub-contractors, agents and anyone acting on their behalf, harmless from and against any and all claims, liability, damages, losses, costs and expenses (including attorney’s fees and legal expenses) incurred by the above persons in connection with any complaint, claim, or demand of any third party, arising from, or in connection with: (i) any use or alleged use of the Service or the Content through Customer’s account by any person, whether or not authorised by Customer; or (ii) Customer’s breach of this License, or any other rules or regulations applicable to the Service or Customer’s activities; or (iii) Customer’s alleged or actual violation or infringement of any other person’s rights, committed in conjunction with Customer’s use of the Service. Without derogating from the above provisions, LSports reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, and in such case, Customer agrees to co-operate with LSports defence of such claim.

Force Majeure
LSports will not be liable for any delay, loss, costs or damages due to its non-performance under this License, arising out of any cause or event not within the reasonable control of LSports, such as an act of God, acts of a public enemy, acts of any governmental or quasi-governmental agency or any of their political subdivisions, reason of fire, floods, epidemics, explosion, power or telecommunications irregularities, quarantine restrictions; strikes or other labor unrest, earthquakes, civil commotion or revolutions, war, terrorist attack, freight embargoes, unusually severe weather conditions, or any other cause that was not reasonably foreseeable by LSports on the Effective Date.
LSports shall inform Customer of a force majeure situation as soon as practicable. In addition to those situations commonly deemed to be force majeure, the following cases shall also be considered force majeure: any limitations imposed on LSports by any official authority or by law, and revision of overall conditions for marketing and sales due to changes in law or by rule of any official authority.
Assignment of the License
Notwithstanding the provisions of the Assignment of Obligations Law, 5729-1969, LSports may assign this License in its entirety, including all right, duties, liabilities and obligations herein, upon notice to Customer and without obtaining Customer’s further specific consent, to any third-party which by virtue of such assignment, assumes LSports’ stead, including including all right, duties, liabilities and obligations. Any purported assignment or delegation of rights, performance, duties, liabilities or obligations, by Customer, without the LSports’ express prior written consent, is void.

Governing Law
This License, the Service and any claim, cause of action or dispute arising out of, or related thereto, shall be governed by and construed solely under the laws of the State of Israel regardless of Customers’ country of origin, or where Customer accesses the Service from, without giving effect to any conflict of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel. The parties hereby agree that any dispute, claim or controversy arising out of, connected with, or relating to this License, the Service, or any use related thereto, will be submitted to the sole and exclusive jurisdiction of the competent court in the Tel Aviv District in Israel.

Complete Terms and Severability
This License constitutes the entire and complete agreement between LSports and Customer concerning any use of, or in connection with, the Service. This License supersedes all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this License is held invalid or unenforceable, that provision must be construed in a manner consistent with the applicable law to reflect, as closely as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect.

Amendments
This License may be subject to amendments from time to time. If LSports seeks to amend this License, LSports will notify Customer in writing. Customer’s continued use of the Services following LSports’s notification and its effective date constitutes Customer’s assent to be bound by the amendments.

No waiver
Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of this License. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

LSports and Customer, intending to be legally bound hereby, have caused their duly authorized representatives to execute and deliver this License in two (2) counterparts, with the same force and effect as if each of the signatories had executed the same instrument.