THIS AGREEMENT

GameDay (“GameDay”) agrees to provide to you, our customer (“You”) the software, support, and services (“Platform”) on the following terms (this “Agreement”).

The Platform

1. GameDay grants You a non-exclusive, non-assignable license to use the Platform on the terms of this Agreement. No rights in the Platform are sold or assigned under this Agreement.

2. GameDay agrees to provide the Platform (including its operation and maintenance) with due care and skill, together with such other services as GameDay and You may agree from time to time. GameDay may engage third party service providers to supply necessary infrastructure, connectivity, or other services in relation to the Platform.

3. You agree to provide all content, including logos, updates, and information for the Platform, on a timely basis and You grant GameDay a limited, non-exclusive, royalty free right to use that content solely for providing the Platform. You are responsible for managing and keeping up to date all data and content You provide

4. The Platform will be branded with the names and logos You provide, and You warrant that you have permission to use such names and logos. GameDay will not use the logos or other trademarks without prior consent (such consent not to be unreasonably withheld). “Powered by GameDay” or similar will appear on the Platform.

5. GameDay may on reasonable notice and agreement remove any content from the Platform where it has a concern that the content breaches any third party’s rights or any law.

Protection and limitation of liability

6. You acknowledge that GameDay has no control over, and accepts no responsibility for, third-party content passing through the Platform or associated systems, network hubs or points of presence, or internet in connection with the Platform; the Platform is provided ‘as is’ and, except as contained here, GameDay does not make any representation or warranty of any kind, express or implied, with respect to the performance of the Platform or related services, including, but not limited to, any implied warranty of merchantability, fitness for purpose, or non-infringement, nor implied warranty arising by usage of trade, course of dealing or course of performance, nor of the Platform being uninterrupted, always accessible, free of harmful components, accurate or error-free.

7. Each party (“Indemnifying Party”) indemnifies and must keep indemnified the other party (“Indemnified Party”) against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified Party or which the Indemnified Party may pay, sustain or incur as a direct or indirect result of (i) any breach or non-performance of this Agreement by the Indemnifying Party; or (ii) any wrongful, wilful or negligent act or omission of the Indemnifying Party or any of its employees, agents or contractors.

8. Notwithstanding any other provision of this Agreement:

(a) neither party shall have any liability to the other in contract, tort (including negligence) or otherwise for loss of goodwill, business, revenue, profit or anticipated savings (whether foreseeable or not) nor for any indirect, incidental, special, exemplary or consequential loss or damages of the other party whatsoever arising out of the performance, non-performance, breach or otherwise of this Agreement (including but not limited to any loss of data); and

(b) the maximum liability of GameDay in contract, tort (including negligence) or otherwise in relation to the subject matter of this Agreement shall be limited to the total Fee paid to GameDay under this Agreement in the 12 months prior to the claim arising; and

(c) this limitation applies to all causes of action in the aggregate, including but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts, except that the provisions of this clause shall be read and construed and shall have effect subject to any limitation imposed by any applicable law, and will not serve to limit or exclude liability for death or personal injury resulting from negligence; or liability for fraud or any other liability which it is not lawfully permitted to exclude or limit.

Other terms

9. This Agreement sets out the entire agreement between GameDay and You and shall not be varied except in writing signed by both parties. Any prior arrangements, agreements, representations, or undertakings are superseded.

10. A provision of or a right granted under this Agreement, may not be waived, except in writing signed by the party granting the waiver or varied, except in writing signed by the parties.

11. A notice, consent or other communication under this Agreement must be in writing and must be sent electronically to the lead contact (or if the other party notifies another contact, then to that contact)); and takes effect from the time it is received unless a later time is specified.

12. If any dispute arises in relation to this Agreement, the parties will endeavour to first settle the dispute by discussion between them, or respective nominees. If the dispute is not resolved within 14 days (or other period agreed in writing) after notice of the dispute is received, the parties must refer the dispute to mediation by and according to the rules of the appropriate, neutral, United Kingdom-based mediator, with the mediator’s costs shared equally by the parties. If the dispute is not resolved within 28 days (or other period agreed in writing) after appointment of the mediator, then, but not otherwise, either party may take whatever action it chooses to enforce its rights. This clause does not affect a party’s rights to seek interlocutory relief in a court of competent jurisdiction.

13. The failure by a party to enforce any of the terms of this Agreement is not a waiver of those terms or of the right subsequently to enforce all terms of this Agreement.

14. The information contained in this Agreement and its Schedules is confidential, must be held in confidence, and may not be disclosed by either party to any person (other than a related body corporate, or a party’s legal or financial advisers) without consent of the other party (unless required by law or in connection with legal proceedings related to this Agreement), unless such information becomes publicly available other than as a result of a breach of this clause.

15. This Agreement is subject to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of those courts

Rights of the parties

16. The parties are independent. Nothing in this Agreement creates a joint venture, partnership, or agency relationship between us, and neither party will represent itself as the joint venture, partner or agent of the other.

17. You exclusively own and retain all right, title and interest in the data generated by users of the Platform, subject only to their rights and privacy.

18. GameDay exclusively owns and retains all right, title and interest in the Platform (including but not limited to copyright, trademark, patent, trade secret, or other proprietary right in all materials, including software object code and source code, aggregate data or information created by GameDay, and any know-how, methods, equipment, or processes used by GameDay.

19. You agree that for the duration of this Agreement You will not obtain services or license any platform similar to the Platform from any other party, without GameDay’s consent, which consent may be conditional on GameDay continuing to receive its Fee.

20. You may not assign, or sub-licence or otherwise deal with your rights to the Platform without GameDay’s consent.

21. GameDay may periodically update, modify, change, upgrade or transfer to different infrastructure or operating software, the Platform, in its sole discretion, subject to the reasonable protection and preservation of all of Your right, title and interest in the data generated by users of the Platform, and subject to their rights and privacy.

22. Each party warrants that it has the power to enter into this Agreement; and it has not entered into any other agreement, arrangement or understanding, legally enforceable or not, which prevents, restricts, or inhibits its ability to meet its obligations under this Agreement.

23. GameDay agrees the following:

(b) it will set up and maintain each Club GameDay Website at its own cost based on the package agreed with the RFL. Any additional services and functionalities beyond this package will be the club’s responsibility and subject to GameDay’s published set up and service fees (A copy of the current fees can be found here and will appear on the custom landing page as modified from time to time.);

(c) each Association or Club GameDay Website will be hosted under a subdomain maintained by GameDay and which follows this pattern (or something similar): clubname.gameday-sites.mygameday.app;

(d) the GameDay Websites which it delivers to Clubs under this Agreement will carry two (2) advertising portals of roughly equal size, of which:

(i) one shall be available at first call, to carry the messaging, engagement (ticketing, announcements etc) or sponsors brands as directed by RFL (with RFL taking precedence), but otherwise

(ii) subject to the provisions of paragraph 5, GameDay shall be exclusively entitled to monetize the advertising portals and keep the proceeds;

(e) where any GameDay Website includes provision of an online shop, payments collected through the shop on behalf of the Club shall be subject to the following shop platform fee: 3.55% plus VAT, and GameDay shall acquit and settle all such funds on the same basis as it processes other funds for Clubs under and subject to the LeagueNet Agreement;

(f) where any GameDay Website includes provision of an online auction, payments collected through the auction on behalf of the Club shall be subject to the following auction platform fee: 10% buyers fee plus VAT and 10% sellers fee plus VAT, and GameDay shall acquit and settle such funds on a monthly basis, but otherwise on the same basis as it processes other funds for Clubs under and subject to the LeagueNet Agreement; and

(g) where a club choosing a GameDay Website also takes up a GameDay partner offer additional services (for example Openpay buy now pay smarter, or TidyHQ club administration tools) then those items shall also be subject to the same safeguards and data protection under the terms of this Agreement and GameDay shall support those additional services at no cost to RFL, while the club shall pay the standard fees for such additional services as the club shall then agree.

24. The inclusion of advertising or any other content on the GameDay Websites is subject to the following terms:

(a) RFL and each Club is solely responsible (in each case) for any content, messaging or statements which it places on its GameDay Website (even where such content is placed using services provided by GameDay) and GameDay shall have no liability for such content;

(b) GameDay may in its absolute discretion remove any content from the GameDay Websites where it has a concern that the content breaches any third party’s rights or any law;

(c) GameDay adopts advertising standards appropriate to community and youth sport, however

(d) RFL, and each Club has the right to give GameDay prior notice of any categories or advertisers to be excluded from advertising on GameDay Websites the subject of this Agreement, due to reasonable sponsorship or advertising exclusivity commitments, and GameDay we will give its best efforts to respect those limitations, including promptly pulling down or limiting any advertising which is of concern under these terms.

25. The GameDay Websites will continue to be offered to Clubs on the above free (or concessional) basis for so long as RFL continues to pay GameDay an annual license fee under the LeagueNet Agreement, however in the event that a license fee is no longer paid under the LeagueNet Agreement, or an agreement which replaces the LeagueNet Agreement, then:

(a) GameDay shall be entitled to substitute its standard pricing for GameDay Websites (as it then applies in the United Kingdom) for any Club who wishes to continue with the service (which pricing would be paid by the Club, and not by RFL); and

(b) The rights to the dedicated messaging portal for RFL (see paragraph 23(d)(i)) shall no longer apply.

By submitting your request to receive a GameDay Website you are agreeing to the Terms & Conditions listed above