Last Updated on: 29 June 2015

TERMS AND CONDITIONS FOR WHITE LABEL AGREEMENT

Predikta Limited (“Predikta”, "We", "Us" or "Our") provides online services through the Website to enable users to make predictions on sports matches, create accounts, contact other users, create and participate in sports prediction leagues (“Services”).

The Company (or “You”, “Yours”) wishes to obtain from Predikta a white label website (the “White Label Website”) in order to provide the Services branded with the Company Trademarks to the Company’s customers, staff or other stakeholders (“White Label Services”).

These Terms and Conditions (“Terms”) set out the provisions which will regulate the relationship between Predikta and you. By accepting these Terms you agree to be bound by them.

We will amend these Terms from time to time as set out in clause 23.

  1. Definitions

    Account” means a User’s account created after a User registers on the Portal in order to use the White Label Services.

    "Account Details" refers to information held by Predikta about a User, after a User creates an Account.

    Agreement” refers to the agreement between Predikta and the Company for the provision of a white label version of the Website and the Services, to which these Terms are incorporated;

    Applicable Law” means all applicable legislation, regulations, any and all directives and/or guidelines of any applicable regulatory or governmental authority, from time to time;

    Business Days” means any day other than: (i) a Saturday or Sunday; (ii) a bank holiday in London and/or; (iii) any day on which banking institutions are authorised by law and/or regulatory order to be closed in London;

    "Company Account" refers to the account designated to the Company in the Website after the these Terms are accepted by the Company and Predikta;

    Company Trademarks” any Trademarks owned by the Company and used to brand the Website and the Services in order to provide the White Label Services;

    Confirmation” refers to Predikta’s confirmation that it agrees to provide the White Label Website and the White Label Services to the Company after the Company has accepted these Terms;

    Effective Date” the date of Confirmation;

    Fees” the fees charged by Predikta for the use of the White Label Website and the White Label Services by the Company, as communicated by Predikta to the Company from time to time, which will vary according to the number of Users and the tournament or league on which the Users will be predicting scores.

    Gambling” shall have the meaning as defined in the Gambling Act 2005;

    Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; and “Intellectual Property” means any artistic, musical, dramatic or literary work, invention, sign, symbol, logo, sounds, slogan, colour, computer program or other materials on which any person has Intellectual Property Rights.

    Portal” has the meaning ascribed to in clause 4.1;

    Predikta Services” Services provided under Predikta Trademarks;

    Predikta Trademarks” any Trademarks owned by Predikta which are used to brand the Website and Predikta Services.

    "Terms" refers to the terms and conditions set out in this document;

    Trademarks” any trade marks and service marks (including without limitation any sign, word, phrase, logo, picture, sound or jingle) whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    "User" refers to any person who creates an Account in order to use the White Label Services;

    User Data” any User’s personal data collected by or submitted to the Portal;

    User Terms and Conditions” The User Terms and Conditions for the White Label Services, which are similar to the terms and conditions applicable to users of Predikta Services;

    "Website" means the website www.predikta.com or any other website that Predikta operates which is used for the provision of the Services;

    We”, “us” or “our” means Predikta Limited;

    White Label Services” means the Services labelled with the Company Trademarks in accordance with these Terms;

    White Label Website” means the white label version of the Website to be rebranded with the Company’s Trademark;

    "You", “Your" or the “Company” means the company that will provide the White Label Services to the Users in accordance with these Terms.

  2. The Agreement

    1. Pursuant to the Agreement Predikta shall endeavour to provide the White Label Website to be re-branded with the Company Trademarks. By accepting these Terms, the Company agrees to brand the Services with the Company Trademarks in order to provide White Label Services to the Users.
    2. The Agreement is formed upon Confirmation by Predikta that it agrees to enter into this Agreement with the Company. Predikta may request additional information from the Company in order to issue the Confirmation and may or may not issue the Confirmation at its sole discretion.
    3. It is expressly understood by the Company that nothing in these Terms shall restrict Predikta from providing Predikta Services or from entering into agreements with third parties for the provision of Services under third parties’ own brand.
  3. Effective Date and Duration

    1. The Agreement shall have effect from the Effective Date and shall continue unless terminated pursuant to these Terms.
  4. The White Label Services

    1. For the purposes of the Agreement, Predikta shall use reasonable endeavours to provide the Company with a setup of the White Label Services ("Company Setup") which includes:
      1. Company website portal (“Portal”) which allows the Company to manage the White Label Services, create its own sports prediction leagues and sign up Users. The Portal is delivered with sample content which may be changed in certain prescribed aspects by the Company, and the complete functionality necessary for providing Users with a sign up facility and access to the White Label Services; and
      2. Access for the Company and Users to all public features and designs of the White Label Services, branded with the Company Trademarks and available under a webpage on the Website in accordance with these Terms.
      3. Company Account with the ability to manage User accounts and the White Label Services.
    2. Predikta will use reasonable endeavours to deliver Company Setup within 7 Business Days from Confirmation. From the delivery of the Company Setup, the Company will have a trial period of 4 (four) weeks without charge to create its own sports prediction leagues and sign up Users (the “Trial Period”).
    3. Predikta may, at its sole discretion, add to, modify, or remove any of the features of the White Label Services, the Website or the Portal provided that these are not a core part of, or affect the White Label Services functionality as a whole.
    4. The Company acknowledges that the White Label Services, like other internet applications, may be subject to attacks from third parties that may harm the Company or Users, such as dissemination of computer viruses, spams, and attempts to gain unauthorised access to Predikta’s systems (“Attacks”).
    5. The Company acknowledges that Users shall accept the User’s Terms and Conditions in order to use the White Label Services. Users may at any time separately subscribe for Predikta Services or for Services labelled under a third party brand.
  5. Support Terms

    1. Predikta will endeavour to upgrade the Company Setup to latest versions of the Services software containing new features and fixes at intervals set at Predikta's sole discretion.
    2. All requests for technical support should be submitted to Predikta’s email address support@predikta.com or through the Company Account with detailed description of the problem. Predikta shall attempt to process all such requests within 1 (one) Business Day and urgent issues within 2-4 hours.
    3. Predikta is not responsible to provide free support on issues caused to the Portal or the White Label Services or any apps residing on it resulting from integration of third-party tools or unauthorized changes to the functions of the White Label Services or the Portal.
  6. Fees, Invoicing and Payments

    1. Starting from the end of the Trial Period, Predikta will invoice the Company the Fees.
    2. Unless otherwise stated, for the purpose of these Terms all amounts are stated exclusive of Value Added Tax ("VAT") or any similar taxes. All such taxes are payable by the relevant party upon receipt of a valid VAT invoice and will be applied in accordance with UK legislation in force at the tax point date.
    3. All Fees are subject to change at Predikta’s sole discretion. If Predikta makes any change to the Fees, Predikta will provide 30 (thirty) days’ notice to the Company prior to such change, by electronic means communicating that the Fees have been changed (“Fees Notice”).
    4. The Company shall pay the Fees within fifteen (15) business days of the date of invoice from Predikta. Any late payment of the Fees shall be subject to the provisions below:
      1. all past-due invoices will be subject to a late fee of 2% per month;
      2. if an invoice has been past-due for more than 15 calendar days, Predikta reserves the right at its own discretion to suspend access to any of the Company Account, the Portal and/or the White Label Services.
      3. if an invoice has been past-due for more than 45 calendar days, Predikta may at its own discretion discontinue the Company Account and offer all Users the opportunity to migrate to the Website and to use the Predikta Services directly.
    5. Predikta may at any time, without notice to the Company, set off any liability of the Company to Predikta against any liability of Predikta to the Company, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, Predikta may convert either liability at a market rate of exchange for the purpose of set-off.
    6. Any exercise by Predikta of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms or otherwise
  7. Obligations of the Company

    1. The Company shall:
      1. provide Predikta with all requested information that may be necessary to ensure the successful provision of the White Label Services and information that may be reasonably required by Predikta from time to time in order to assist Predikta with exercising its rights and fulfilling its obligations under these Terms;
      2. not make any commitment, representation, guarantee or warranty to Users or any third party regarding the performance or functional characteristics of the White Label Services inconsistent with or beyond those contained on the Website or other material approved by Predikta;
      3. not facilitate or promote illegal products, services or activities by means of the Portal or the White Label Services (including by means of the banter facility) and shall immediately notify Predikta of any suspicion that any User is facilitating or promoting illegal products, services or activities on the Portal or through the White Label Services.
      4. comply with all Applicable Law in the provision of the White Label Services to Users, including without limitation the Privacy and Electronic Communications (EC Directive) Regulations 2003;
      5. not advertise, promote or provide facilities for Gambling on the Portal or through the White Label Services and shall immediately notify Predikta of any suspicion that any User is advertising, promoting or providing facilities for Gambling on the Portal or through the White Label Services;
      6. monitor the Users’ activities on the Portal and the Users’ use of the White Label Services and immediately notify Predikta of any suspicion that any User is infringing the User Terms and Conditions in order to allow Predikta to take such reasonable steps as Predikta considers appropriate, such infringements include without limitation:
        1. using the White Label Services if the User does not satisfy the age requirement of at least 18 years old;
        2. submitting false, inappropriate or inaccurate Account Details, registering and/or using more than one Account;
        3. engaging in or promoting any illegal and/or fraudulent activity;
        4. acting in a manner that is detrimental to the conduct of Predikta’s business or which may result in legal liability for the User, the Company, Predikta or a third party;
        5. promoting or sending messages which contain statements that Predikta considers abusive, defamatory, offensive, racist, harassing, threatening, homophobic, bigoted, or hateful;
        6. collecting information of other Users without authorisation for whatever purposes, including the purposes of sending unsolicited electronic communications;
        7. expressing or implying that any statements made by the Company or the User are endorsed by Predikta;
        8. impersonating any person connected to the Website, Portal or any service provided on it or otherwise misrepresents the User’s association with any such person;
        9. promoting illegal or unauthorised copying of another person's intellectual property;
        10. providing information to circumvent manufacturer-installed copy protect devices;
        11. providing, creating or disseminating computer viruses;
        12. providing instructional information about illegal activities, including but not limited to making or buying illegal weapons or drugs;
        13. violating a User’s privacy;
        14. personally identifying information from other Users for commercial or unlawful purposes;
        15. transmitting "junk mail", "chain letters" or unsolicited mass mailing or "spamming";
        16. promoting information that is false or misleading;
        17. engaging in commercial activities connected to the Website or the Portal, including but not limited to sales, promotion or marketing of any kind, without the prior written consent of Predikta.
  8. Obligations of Predikta

    1. Predikta shall, subject to and for as long as the Company complies with the provisions of these Terms, use reasonable endeavours to:
      1. provide customer support for technical issues related to the White Label Services and have the right but not the obligation to communicate directly with Users with regards to operational matters related to the White Label Services.
      2. provide Users with no less beneficial a level of service as it offers to any user of Predikta Services;
      3. provide reasonable notice to the Company of any identified bugs in the White Label Services and any upgrades and new releases of the same in each case that are likely to have a noticeable impact on the use of the White Label Services and White Label Website;
      4. provide any such information as may be reasonably required by the Company from time to time in order to assist the Company with exercising its rights and fulfilling its obligations under these Terms;
  9. Intellectual Property

    1. Predikta grants to the Company, a non-exclusive, non-transferable, not sub-licensable, licence to use Predikta Trademarks for the purposes of promoting and advertising the White Label Services and for the purpose of exercising its rights and performing its obligations under these Terms.
    2. The Company grants to Predikta, a non-exclusive, non-transferable, not sub-licensable, licence to use the Company Trademarks for the purposes of promoting and advertising the Services and the White Label Services and for the purpose of exercising its rights and performing its obligations under these Terms.
    3. Each party shall at all times retain sole and exclusive right, title and ownership in and to all of its own Intellectual Property. Either party may in its sole discretion from time to time change the appearance and/or style of its own trademarks.
    4. The White Label Services will be primarily branded with the Company Trademarks followed by the words “Powered by Predikta”. All goodwill relating to the Services and the White Label Services shall at all times enure automatically upon creation to Predikta.
    5. The Company acknowledges that, save for the Company Trademarks associated with the White Label Services, the Company shall have no rights in respect of Predikta Trademarks (including associated goodwill), the Services and the White Label Services, and all rights, title and interests in and to the Predikta Trademarks, the Services and the White Label Services, including all Intellectual Property Rights are, and shall remain, vested in Predikta.
    6. The Company acknowledges that White Label Services name, ownership rights, copyright, patents or intellectual property rights of whatever nature related to the White Label Services shall remain vested solely in Predikta. The Company shall not, at any time during or after the expiration or termination of the Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, Predikta’s Intellectual Property.
    7. Neither party shall:
      1. use the trademarks of the other in a manner which disparages or is detrimental to the applicable owner of the trademarks or its goodwill, reputation and image or which would tend to allow such trademarks to become generic, lose their distinctiveness and/or become liable to mislead the public.
      2. register or apply to register in its own name any of the other party’s trademarks, or any other trademark, trade names or any of the designs or other Intellectual Property of the other party (including internet domain names); or
      3. register or apply to register any trademarks or trade names resembling any of the other party’s trademarks or any other trademark or trade names of the other party.
    8. Each party shall promptly cease using the other party’s trademarks within thirty (30) calendar days of termination of the Agreement.
    9. All information collected by Predikta or submitted to Predikta by Users for the use of the White Label Services shall remain the exclusive property of Predikta. This clause will survive the termination of the Agreement.
  10. Marketing

    1. Predikta may promote the Portal and the White Label Services at its own discretion. The Company shall promote the White Label Services to prospective Users in a form, manner and frequency as agreed with Predikta from time to time and at the Company’s expense.
    2. The Company may use Predikta Trademarks in relation to promotional activities for the White Label Services in the manner agreed with Predikta from time to time.
    3. All the materials, including without limitation images and logos, created to promote the White Label Services and the Portal shall be developed by the Company and are subject to previous approval by Predikta, such approval not to be unreasonably conditioned, withheld or delayed.
  11. Warranties

    1. Except as expressly provided in these Terms, Predikta makes no warranty of any kind, either express or implied, regarding the quality, accuracy or reliability of the White Label Services.
    2. The Company acknowledges and agrees that it shall use and commercialise the White Label Services at its sole risk. Predikta does not warrant that use of the White Label Services will be uninterrupted, error-free, timely or secure.
    3. Predikta warrants and undertakes to the Company that, as at the Effective Date and on an ongoing basis during the Term:
      1. it has good and clear title to or has the right to license the Services and Predikta Trademarks; and
      2. the use of the White Label Services and Predikta Trademarks by the Company in accordance with these Terms will not infringe the Intellectual Property Rights of any third parties.
    4. The Company warrants and undertakes to Predikta that, as at the Effective Date and on an ongoing basis during the Term:
      1. it has good and clear title to or has the right to use and license the Company Trademarks;
      2. the use of the White Label Services by the Company will comply with these Terms and all Applicable Law;
      3. the Company will not advertise, promote or provide facilities for Gambling on the Portal or through the White Label Services;
      4. the use of the Company Trademarks by Predikta in accordance with these Terms will not infringe the Intellectual Property Rights of any third parties; and
      5. the Company will make no statement nor give any representation nor any undertaking with regards to the White Label Services beyond any statement or representation approved by Predikta.
  12. Indemnity

    1. Subject to clause 13, Predikta shall indemnify the Company against all liabilities, costs, expenses, damages and losses (except for any loss of anticipated savings whether direct or indirect, any loss of business opportunity whether direct or indirect or any special, indirect or consequential losses of any type) and reasonable professional costs suffered or incurred by the Company arising out of or in connection with:
      1. any claim that the use by the Company of Predikta Trademarks in accordance with these Terms infringes a third party's Intellectual Property Rights; and
      2. any claim by a User arising out of or in connection with Predikta’s breach of these Terms
    2. The Company shall indemnify Predikta against all liabilities, costs, expenses, damages and losses (except for any loss of anticipated savings whether direct or indirect, any loss of business opportunity whether direct or indirect or any special, indirect or consequential losses of any type) and reasonable professional costs suffered or incurred by Predikta arising out of or in connection with:
      1. any claim that the use by Predikta of the Company Trademarks in accordance with these Terms infringes a third party's Intellectual Property Rights; and
      2. any claim by a User or any third party arising out of or in connection with the Company’s breach of these Terms.
    3. Liability under this indemnity clause is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the indemnified party which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the indemnified party shall:
      1. as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
      2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed);
      3. give to the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at indemnifying party's expense) for the purpose of assessing the Claim; and
      4. be deemed to have given to the indemnifying party sole authority to avoid, dispute, compromise or defend the Claim.
  13. Limitation of liability

    1. Nothing in these Terms shall exclude or limit either party's liability for fraud, death or personal injury resulting from the negligence of that party.
    2. The maximum aggregate liability of Predikta to the Company in respect of all causes of action arising out of or in connection with these Terms or its subject matter, whether in contract, tort (including negligence), for breach of statutory duty or in any other way shall be limited to the Fees paid by the Company to Predikta in the 12 months prior to the date of the Claim.
    3. The maximum aggregate liability of the Company to Predikta in respect of all causes of action (save in relation to an indemnity Claim) arising out of or in connection with these Terms or its subject matter, whether in contract, tort (including negligence), for breach of statutory duty or in any other way shall be limited to the Fees paid by the Company to Predikta in the 12 months prior to the date of the Claim.
    4. The parties exclude all liability to the other arising out of or in connection with these Terms or its subject matter, whether in tort, contract (including negligence), for breach of statutory duty or in any other way in respect of:
      1. any loss of anticipated savings (whether direct or indirect);
      2. any loss of business opportunity (whether direct or indirect); or
      3. any special, indirect or consequential losses of any type,
      in each case whether or not such losses were within the contemplation of the parties at the Effective Date, and whether caused (directly or indirectly) by any other supplier of a product or service to either party.
    5. In the event that any exclusion in this clause 13 is held to be invalid for any reason and either party becomes liable for any loss or damage that may lawfully be limited, such liability shall be limited in accordance with clause 13.2 and 13.3.
    1. As between the parties, Predikta shall be the owner of the User Data, and shall also own the Intellectual Property Rights in and related to the User Data and all arrangements of the User Data.
    2. If and to the extent that the Company (for these purposes the "Data Processor") acts as a data processor under the Data Protection Act 1998 in relation to any personal data processed by (or on behalf of) the Company pursuant to these Terms on behalf Predikta (for these purposes the "Data Controller"), the Data Processor undertakes to the Data Controller that the Data Processor:
      1. will comply with the obligations imposed on the Data Controller by the seventh data protection principle set out in the Data Protection Act 1998, namely:
        1. to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Data Controller by the seventh data protection principle set out in the Data Protection Act 1998 and take reasonable steps to ensure the reliability of any employees of the Data Processor who have access to personal data; and
        2. only to process personal data for and on behalf of the Data Controller for the purpose of performing and in accordance with these Terms (and where necessary only on instructions from the Data Controller to ensure compliance with the Data Protection Act 1998); and
        3. to allow representatives of the Data Controller to audit the Data Processor's compliance with the requirements of this clause 14 on reasonable notice and/or, at the option of the Data Controller, on request to provide the Data Controller with evidence of its compliance with such requirements;
      2. will not transfer any personal data outside the European Economic Area without the Data Controller's prior written consent and procuring compliance with the eighth data protection principle set out in the Data Protection Act 1998; and
      3. will use all reasonable endeavours to assist the Data Controller to comply with any obligations imposed on the Data Controller by the Data Protection Act 1998 in relation to any data processed by the Data Processor including without limitation:
        1. providing the Data Controller with reasonable assistance in complying with any subject access request served on the Data Controller under the Data Protection Act 1998;
        2. promptly informing the Data Controller about the receipt of any subject access request received by the Data Processor in relation to personal data processed pursuant to these Terms; and
        3. not disclosing any personal data in response to a subject access request without first consulting with and obtaining the consent of the Data Controller.
    3. For the purposes of this clause 14, "personal data" and "processed" have the meanings given in the Data Protection Act 1998, and references to the Data Protection Act 1998 shall include the EU Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data 1995 (95/46/EC) and any other legislation in any country implementing such Directive.
    4. Predikta shall not disclose any data inputted into the White Label Services by a User to any third party unless it deems it essential to do so for any lawful purposes.
  14. Confidentiality

    1. For the purposes of these Terms, "Confidential Information" includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of any party actually disclosed or provided to the other party.
    2. Both parties shall during the term of the Agreement and thereafter:
      1. keep all Confidential Information strictly confidential;
      2. not disclose any Confidential Information to a third party, other than to such of its employees and/or officers as will of necessity acquire it as a consequence of the performance of that party's obligations under the Agreement, and only then provided that the relevant party shall ensure that each such employee and/or officer shall keep such Confidential Information confidential and shall not use any of it for any purpose or disclose it to any person, firm or company other than those for which or to whom that party may lawfully use or disclose it under the Agreement; and
      3. use Confidential Information only in connection with the proper performance of the Agreement.
    3. Clause 15.2 shall not apply to any Confidential Information to the extent that it:
      1. comes within the public domain other than through breach of this clause 15;
      2. is required or requested to be divulged by any court, tribunal, or governmental authority with competent jurisdiction to which either party is subject in which case the disclosing party shall promptly notify the other party to afford such party the opportunity to seek a motion to prevent disclosure;
      3. is disclosed on a confidential basis for the purposes of obtaining professional advice; or
      4. is disclosed with the other party's prior written approval to the disclosure.
    4. This clause 15 shall continue in force despite the expiry or termination of the Agreement, whatever the reason for termination.
  15. Termination

    1. Either party may terminate the Agreement without cause upon at least ten (10) months’ written notice to the other party.
    2. Either party ("Terminating Party") may terminate the Agreement with immediate effect by giving written notice to the other party if any of the following events have occurred in respect of the other party ("Defaulting Party"):
      1. the Defaulting Party is in material breach of these Terms (including any non payment of Fees), provided that such material breach (if capable of remedy) has not been cured within thirty (30) Business Days after written notice of such failure from the Terminating Party requesting cure of such material breach;
      2. the occurrence of any of the following events or circumstances (or any analogous event or circumstance in a jurisdiction other than England and Wales) in relation to the relevant party:
        1. being deemed unable to pay its debts as defined in section 123 Insolvency Act 1986 without any requirement to prove any matter stated in that section to a court;
        2. proposing a voluntary arrangement;
        3. steps being taken for a receiver, administrator or manager to be appointed over the whole or a material part of its business or assets
        4. an order being made, a resolution passed or other steps being taken for its winding-up (except for the purposes of a bona fide solvent reorganisation), bankruptcy or dissolution;
        5. otherwise proposing or entering into any composition or arrangement with its creditors or any class of them; or
        6. ceasing to carry on business or claiming the benefit of any statutory moratorium.
    3. Predikta may terminate the Agreement immediately if the Company uses the Portal or the White Label Services for, or otherwise engages in, any activity that is actually or potentially illegal or is deemed by Predikta to be a legal risk to Predikta or a material abuse of the Portal or the White Label Services.
    4. In case of termination, the Company shall not have the right to receive any refund of the Fees.
  16. Effects of Termination

    1. Expiry or termination of the Agreement, however arising, shall not affect the accrued rights of either party as at termination and any rights, liabilities or obligations set forth in these Terms which by their nature or context would be or are intended to survive and be applicable shall continue to have effect after the end of the Term.
    2. Upon expiration or termination of the Agreement:
      1. Each party shall cease using the other party’s trademarks as set out in clause 9.88 and shall cease to hold itself out to the public as having any contractual or commercial relationship with the other party; and
      2. Neither party shall retain any interest in, nor possession of, any Confidential Information of the other party and upon request shall provide to the other party an officer's certificate attesting to the return of such Confidential Information and other materials.
  17. Notices

    1. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
      1. delivered by hand, express courier or email to the contact details indicated in clause 18.5; or
      2. communicated through the Contact Page.
    2. Subject to clause 18.3, any notice shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt;
      2. if sent by express courier, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
      3. if sent by email, at the time of confirmation of receipt by the recipient by return email to the sending address; or
      4. if communicated through the Contact Page, at the time of confirmation of receipt by the recipient.
    3. Clause 18.2 shall not apply to notices of breach or termination of the Agreement that are served by electronic means. Such notices shall be deemed to have been received after express acknowledgement by the recipient.
    4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
    5. Any notice given to a party pursuant to clause 18.1(a) shall be sent as follows:
        to the registered address of the Company; or
        to the Predikta registered office with a copy by email through the Contact Page.
  18. Assignment

    1. Predikta may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement, provided that Predikta gives prior written notice to the Company.
    2. The Company shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the Predikta.
  19. Entire Agreement

    1. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
  20. Force Majeure

    1. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 (six) weeks, the party not affected may terminate the Agreement by giving 30 (thirty) day’s written notice to the affected party.
  21. Rights of Third Parties

    1. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
  22. Variation

    1. Predikta amends these Terms from time to time. If Predikta revises these Terms as they apply to the Company, Predikta will contact the Company to give the Company reasonable advance notice of the changes and let the Company know how to cancel the Agreement.
  23. No Waiver

    1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  24. Severability

    1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
    2. If one party gives notice to the other of the possibility that any provision or part-provision of These Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision in the Agreement so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  25. No partnership or agency

    1. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  26. Governing Law

    1. The Agreement will be governed by and construed in accordance with the substantive laws of England and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts with respect to any dispute (whether contractual or otherwise) arising under this Agreement.