THIS AGREEMENT

GameDay (“GameDay”) agrees to provide to you, our customer (“You”) the software, support, and services (“Platform”) on the following terms (this “Agreement”) and those specified in your pricing agreement (“Pricing Agreement”) or schedules (“Schedule”):

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 retains the right to place online advertising on the Platform, using up to ten percent of the available online space, but where You provide prior notice of any reasonable objection of categories or advertisers to be excluded from our advertising, due to inappropriateness, your reasonable sponsorship or advertising exclusivity commitments, we will give our best efforts to respect those limitations.

6. 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.

Length of the Agreement

7. This Agreement starts on the “Start Date” and continues for the “Initial Term” as per your Pricing Agreement or Schedule. During the Initial Term either party may give notice that the Agreement is to conclude at the end of the Initial Term. If neither party gives that notice, then this Agreement is extended beyond the Initial Term, until a party gives notice that it is to conclude, at which point this Agreement will conclude at the end of your current billing period, and clause 21 will apply.

Platform Fees and transaction charges

8. For the duration of this Agreement, You agree to pay the fees, service charges, and transaction commissions etc (“Fees”) defined in your Pricing Agreement or Schedule.

9. Fees, unless otherwise stated, are quoted in the currency set out in the Schedule and are exclusive of any consumption, VAT, GST, financial transactions impost or other tax, fee or levy imposed by any Government anywhere in the world (“Government Tax”). If any Government Tax is applied to Fees, or any services or supply made or in connection with this Agreement, then the Fees shall be increased to include the amount of any Government Tax.

10. Payment Information; All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You must provide current, complete and accurate information for your billing account and promptly update all information to keep such information current, and you must promptly notify GameDay if your payment method is canceled (e.g., for loss, theft, or expiration) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

11. Fees are subject to an increase on each anniversary of your Pricing Agreement or Schedule, in line with Consumer Price Index – All Groups, Melbourne (“CPI”) published by the Australian Bureau of Statistics or an index which replaces that CPI.

12. Where you use the Platform for online registrations or fee or payment processing, You agree that, with respect to every registration or fee or payment processed:

12(a). You are responsible for providing an invoice to the payer;

12(b). all funds will initially be deposited into a bank account managed by GameDay via Stripe;

12(c). GameDay will be entitled to its Fee, whether the payer makes payment directly, or via a voucher, other credit, or in person, by electronic means or by post;

12(d). Online payment processing fees are subject to a 2.5% transaction fee, plus a 1% merchant fee, plus VAT

12(e).The minimum fee charged to You for payments made online is 0.5 +VAT for all customer plan types

12(f). reversal of credit card charges by the credit card provider (due to fraud or other misuse), refunds, remittance costs, and other deductions agreed by the parties (“Deductions”) will be borne by You;

12(g). GameDay will give You a weekly transaction report of funds deposited, Deductions, and Fees;

12(h). unless otherwise agreed by you, GameDay will transfer You the balance of funds deposited, net of Deductions and Fees, on a weekly basis (excluding the week of Christmas and New Year), and except for funds deposited for auctions, which will be transferred on a monthly basis; and

12(i). balance of funds will be transferred to the bank details you specify in the EFT Application (attached).

Rights of the parties

13. 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.

14. 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.

15. 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.

16. 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.

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

18. 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.

19. GameDay may periodically update, modify, change or upgrade the modules and features contained within your plan, but never without communicating with You first

20. 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.

21. Additional terms (if any) of this Agreement are set out in the “Special Terms”. To the extent of any inconsistency, the “Special Terms” will prevail.

Cancellation for subscription services

22. It is your sole responsibility to terminate your GameDay account or any paid subscription. You may cancel your GameDay account at any time; however, there are no refunds for cancellation. In the event that GameDay suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any GameDay Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

23. Upon cancellation, your access to the service will remain active until the end of your current billing cycle. No further charges will be incurred following the cancellation. Your service will automatically terminate at the end of the current billing period, and you will not be billed for subsequent periods. No refunds will be issued for any unused portion of the service during the billing period in which you cancel.

Termination and Force Majeure

24. A party may terminate this Agreement if the other party is subject to an “Insolvency Event” or breaches a material term of this Agreement and fails, subject to clause 22, to remedy the breach within 14 days of receiving notice specifying the breach from the other party. “Insolvency Event” means appointment of a provisional or otherwise liquidator, manager, receiver, administrator, or other like person; or a compromise, arrangement, merger, amalgamation reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, or other similar procedure.

25. On conclusion or termination of this Agreement:

25(a). GameDay will transfer to You, your provided content together with your data (in standard export format);

25(b). each party will stop using the logo of the other; and

25(c). all rights granted to You under this Agreement with respect to and use of the Platform, will end.

26. Neither party is liable for a delay or failure to perform its obligations under this Agreement if it is due to a Force Majeure Event and the performance of a party’s obligations will be suspended until such time as the Force Majeure Event is no longer in material effect. But if that delay or failure due to a Force Majeure Event exceeds 40 Business Days, a party may terminate this Agreement immediately on providing notice to the other. “Force Majeure Event” means a circumstance beyond the reasonable control of a party including but not limited to (i) act of god, lightning strike, earthquake, flood, storm, explosion, fire, pandemic or natural disaster; (ii) technical or power failure; software, hardware, telecommunication or other network failure; interruption, disruption or malfunction (whether arising from excessive demand, virus or otherwise); (iii) act of war, act of public enemy, terrorism, riot, civil commotion, malicious damage, sabotage or revolution; or (iv) industrial action or strike.

Protection and limitation of liability

27. 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.

28. 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.

29. Notwithstanding any other provision of this Agreement:

29(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

29(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

29(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 25 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

30. This Agreement sets out the entire agreement between GameDay and You. GameDay may from time to time make updates to these agreement terms which will be communicated to You via the primary contact email address we have stored for You. Any prior arrangements, agreements, representations, or undertakings are superseded excluding those referenced in clause 19 where applicable

31. 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.

32. 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.

33. 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.

34. 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.

35. The information contained in this Agreement and your Pricing Agreement or Schedule 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.

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