Bonobo Software as a Service Agreement

Updated on January 2024

Parties

1. Bonobo PLC, a company incorporated in the Isle of Man (company no. 03315V) and having its normal place of business at 64 Athol Street, 4th Floor, Douglas, Isle of Man IM1 1JD (the “Provider“, “Bonobo”); and
2. You, (the “Customer“).

Background

1. Bonobo has developed, owns and operates a proprietary Lottery as a Service (LaaS) platform hosted by Bonobo PLC which enables Customer to create and operate a private Lottery game
2. Bonobo is licensed and regulated by the UK Gambling Commission. Bonobo makes no representation regarding the legality of its services in any jurisdiction whatsoever and does not provide you with any advice regarding the use of the Hosted Lottery Services. Please check your local laws and obtain licenses where appropriate. Unless you are certain and have checked with local legal authority, you must assume that a license is required to operate a Lottery or Raffle and you must, therefore, obtain one before promoting and selling tickets for your Lottery in person, or online.
3. The Customer having obtained the necessary rights, licenses and permits to operate a Lottery game or Sweepstakes game in the Customers’ jurisdiction and wishing to utilize Bonobo’s Hosted Lottery Services
4. The Provider and the Customer therefore wish to enter into a contract in accordance with the provisions of this Agreement.

Agreement

1. Definitions

1.1       In this Agreement, except to the extent expressly provided otherwise:

“Acceptance Criteria” means:

(a)        the Platform and Hosted Lottery Services conforming in all material respects with the Hosted Lottery Services Specification; and

(b)        the Hosted Lottery Services being free from Hosted Lottery Services Defects;

“Acceptance Period” means a period of 2 Business Days following the making available of the Hosted Lottery Services to the Customer for the purposes of testing in accordance with Clause 4 or any repeated making available of the Hosted Lottery Services to the Customer for the purposes of testing in accordance with Clause 4, or such other period or periods as the parties may agree in writing;

“Acceptance Tests” means a set of tests designed to establish whether the Hosted Lottery Services meet the Acceptance Criteria, providing that the exact form of the tests shall be agreed and documented by the parties acting reasonably in advance of the first Acceptance Period;

“Account” means an account enabling a person to access and use the Hosted Lottery Services, including both administrator accounts and user (Staff) accounts and Sales Agent accounts;

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“CCN” means a change control notice issued in accordance with Clause 17;

“CCN Consideration Period” means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

“Change” means any change to the scope, and functionality of the Hosted Lottery Services

“Charges” means the following amounts:

(a)        the amounts specified in Part 4 of Schedule 1 (Hosted Lottery Services particulars);

(b)        such amounts as may be agreed in writing by the parties from time to time; and

(c)        amounts calculated by multiplying the Provider’s standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement) by the time spent by the Provider’s personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour]); and

(d)        amounts specified for the purchase of Lottery Credits;

(e)        amounts payable, in Lottery Credits, for the use of the Platform;

(f)         amounts payable, in Lottery Credits, for the use of the Platform;

 

 

“Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

“Customer Confidential Information” means:

(a)        any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i)          was marked or described as “confidential”; or

(ii)         should have been reasonably understood by the Provider to be confidential; and

(b)        the Customer Data;

“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Lottery Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

“Customer Indemnity Event” has the meaning given to it in Clause 27.3;

“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller;

“Customer Representatives” means the person or persons identified as such in Part 6 of Schedule 1 (Hosted Lottery Services particulars), and any additional or replacement persons that may be appointed by the Customer giving to the Provider written notice of the appointment;

“Customer Systems” means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Hosted Lottery Services;

“Customisation” means a customisation of the Hosted Lottery Services, whether made through the development, configuration or integration of software, or otherwise;

“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

“Documentation” means the documentation for the Hosted Lottery Services produced by the Provider and delivered or made available by the Provider to the Customer (Bonobo Wiki located at https://docs.bonoboplc.com);

“Effective Date” means the date of execution of this Agreement or the Customer registration date if the registration and acceptance of this agreement was made online through the Providers web site;

“Expenses” means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider’s obligations under this Agreement];

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Hosted Lottery Services” means the suite of hosted applications which comprise the Providers’ Lottery as a Service solution, as described on providers web site and Schedule 1 of this agreement, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement. For the sake of clarity this includes Back-Office, Sales Agent and the respective Lottery Web Site provided to the Customer ;

“Hosted Lottery Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Lottery Services, but excluding any defect, error or bug caused by or arising as a result of:

(a)        any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Lottery Services;

(b)        any use of the Platform or Hosted Lottery Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(c)        a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or

(d)        an incompatibility between the Platform or Hosted Lottery Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Lottery Services Specification;

“Hosted Lottery Services Specification” means the specification for the Platform and Hosted Lottery Services set out in Part 2 of Schedule 1 (Hosted Lottery Services particulars) and in the Documentation;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Maintenance Services” means the general maintenance of the Platform and Hosted Lottery Services, and the application of Updates and Upgrades;

“Minimum Term” means, in respect of this Agreement, the period of 1 months beginning on the Effective Date;

“Mobile App” means the mobile application known as Lottery Agent App that is made available by the Provider through the Providers web site;

“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Lottery Services, including the application and database software for the Hosted Lottery Services, the system and server software used to provide the Hosted Lottery Services, and the computer hardware on which that application, database, system and server software is installed;

“Provider Confidential Information” means:

(a)        any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and

(b)        the terms of this Agreement;

“Provider Indemnity Event” has the meaning given to it in Clause 27.1;

“Provider Representatives” means the person or persons identified as such in Part 6 of Schedule 1 (Hosted Lottery Services particulars), and any additional or replacement persons that may be appointed by the Provider giving to the Customer written notice of the appointment;.

 

 

“Remedy Period” means a period of 2 Business Days following the Customer giving to the Provider a notice that the Hosted Lottery Services have failed the Acceptance Tests, or such other period as the parties may agree in writing;

“Schedule” means any schedule attached to the main body of this Agreement;

“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

“Set Up Services” means the configuration, implementation and integration of the Hosted Lottery Services in accordance with Part 1 of Schedule 1 (Hosted Lottery Services particulars);

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Lottery Services, but shall not include the provision of training services;

“Supported Web Browser” means the current release from time to time of Google Chrome;

“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Third Party Services” means any hosted or cloud services provided by any third party that may transmit data to and/or from the Hosted Lottery Services;

“Update” means a hotfix, patch or minor version update to any Platform software; and

“Upgrade” means a major version upgrade of any Platform software.

2. Term

2.1       This Agreement shall come into force upon the Effective Date.

2.2       This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 30 or any other provision of this Agreement.

3. Set Up Services

3.1       The Provider shall provide the Set Up Services to the Customer.

3.2       The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in Part 1 of Schedule 1

3.3       The Customer acknowledges that a delay in the Customer performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under this Agreement.

3.4       Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Acceptance procedure

4.1       During each Acceptance Period, the Customer shall carry out the Acceptance Tests.

4.2       The Provider shall provide to the Customer at the Customer’s cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Customer may reasonably request.

4.3       Before the end of each Acceptance Period, the Customer shall give to the Provider a written notice specifying whether the Hosted Lottery Services have passed or failed the Acceptance Tests.

4.4       If the Customer fails to give to the Provider a written notice in accordance with Clause 4.3, then the Hosted Lottery Services shall be deemed to have passed the Acceptance Tests.

4.5       If the Customer notifies the Provider that the Hosted Lottery Services have failed the Acceptance Tests, then the Customer must provide to the Provider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

4.6       If the Customer notifies the Provider that the Hosted Lottery Services have failed the Acceptance Tests:

(a)        if the Provider acting reasonably agrees with the Customer that the Hosted Lottery Services do not comply with the Acceptance Criteria, then the Provider must correct the issue and make available the corrected Hosted Lottery Services to the Customer before the end of the Remedy Period for a further round of Acceptance Tests; or

(b)        otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Hosted Lottery Services do not comply with the Acceptance Criteria and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.

4.7       Notwithstanding the other provisions of this Clause 4, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 4 shall be 2, and if the Acceptance Criteria have not been met by the end of the final round of Acceptance Tests, the Customer may terminate this agreement without any liability to Provider.

 

5. Hosted Lottery Services

5.1       The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account upon the completion of the Set Up Services

5.2       The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Lottery Services by means of a Supported Web Browser for the business purposes of the Customer in accordance with the Documentation during the Term.

5.3       The licence granted by the Provider to the Customer under Clause 5.2 is subject to the following limitations:

(a)        the Hosted Lottery Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(b)        the Hosted Lottery Services may be used by the clients of the Customer taking part in Lottery Games offered by the Customer

5.4       Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 5.2 is subject to the following prohibitions:

(a)        the Customer must have all the necessary Lottery License or permits to use and offer the Hosted Lottery Services available on the Bonobo SaaS platform as required by any applicable local or international law or regulation

(b)       the Customer must not permit any unauthorised person to access or use the Hosted Lottery Services;

(c)        the Customer must not use the Hosted Lottery Services to provide services to third parties;

(d)        the Customer must not republish or redistribute any content or material from the Hosted Lottery Services;

(e)        the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f)         the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Lottery Services without the prior written consent of the Provider.

(h)        the Customer must not sub-license its right to access and use the Hosted Lottery Services;

 

5.5       The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Lottery Services using a Sales Agent , Staff or Player Account.

5.6       The parties acknowledge and agree that Schedule 3 (Availability SLA) shall govern the availability of the Hosted Lottery Services.

5.7       The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Lottery Services with the authority of the Customer or by means of an Agent, Staff or Player Account comply with Schedule 2 (Acceptable Use Policy).

5.8       The Customer must not use the Hosted Lottery Services in any way that causes, or may cause, damage to the Hosted Lottery Services or Platform or impairment of the availability or accessibility of the Hosted Lottery Services.

5.9       The Customer must not use the Hosted Lottery Services:

(a)        in any way that is unlawful, illegal, fraudulent or harmful; or

(b)        in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

5.10     For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

6. Customisations

6.1       The Provider and the Customer may agree that the Provider shall design, develop and implement a Customisation or Customisations in accordance with the Change control procedure in Clause 17.

6.2       All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider (unless the parties agree otherwise in writing).

6.3       From the time and date when a Customisation is first delivered or made available by the Provider to the Customer, the Customisation shall form part of the Platform, and accordingly from that time and date the Customer’s rights to use the Customisation shall be governed by Clause 5.

6.4       The Customer acknowledges that the Provider may make any Customisation available to any of its other customers or any other third party at any time after the end of the period following the making available of the Customisation to the Customer.

7. Maintenance Services

7.1       The Provider shall provide the Maintenance Services to the Customer during the Term.

7.2       The Provider shall provide the Maintenance Services with reasonable skill and care

7.3       The Provider shall provide the Maintenance Services in accordance with Schedule 4 (Maintenance SLA).

7.4       The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

8. Support Services

8.1       The Provider shall provide the Support Services to the Customer during the Term.

8.2       The Provider shall provide the Support Services with reasonable skill and care

8.3       The Provider shall provide the Support Services in accordance with Schedule 5 (Support SLA).

8.4       The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

9. Customer obligations

9.1       Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a)        co-operation, support and advice;

(b)        information and documentation; and

(c)        governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under this Agreement.

9.2       The Customer must provide to the Provider, or procure for the Provider, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement.

10. Customer Systems

10.1     The Customer shall ensure that the Customer Systems comply, and continue to comply during the Term, with the requirements of Part 5 of Schedule 1 (Hosted Lottery Services particulars) in all material respects, subject to any changes agreed in writing by the Provider.

11. Customer Data

11.1     The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.

11.2     The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law].

11.3     The Provider shall not create a back-up copy of the Customer Data for the purpose of restoring individual customer accounts.

11.4     It is the customers responsibility to back-up any player and game data through the data export facilities provided on the Hosted Lottery Services.

12. Integrations with Third Party Services

12.1     The Hosted Lottery Services are integrated with those Third Party Services identified in Schedule 1 as at the Effective Date. The Provider may integrate additional Third Party Services with the Hosted Lottery Services at any time.

12.2     The Provider may remove, suspend or limit any Third Party Services integration at any time in its sole discretion.

12.3     The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.

12.4     The Customer acknowledges that:

(a)        the integration of Third Party Services may entail the transfer of Customer Data from the Hosted Lottery Services to the relevant Third Party Services; and

(b)        the Provider has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data resulting from any integration with any Third Party Services.

12.5     Without prejudice to its other obligations under this Clause 12, the Customer must ensure that it has in place the necessary contractual safeguards to ensure that both:

(a)        the transfer of relevant Customer Personal Data to a provider of Third Party Services is lawful; and

(b)        the use of relevant Customer Personal Data by a provider of Third Party Services is lawful.

12.6     The Customer shall have the opportunity to consent to transfers of Customer Data to any Third Party Services operator. The Provider must ensure that such transfers shall not take place without the consent of the Customer.

12.7     The Customer hereby consents to the transfer of the Customer Data to the Third Party Services

12.8     The use of some features of the Hosted Lottery Services may depend upon the Customer enabling and agreeing to integrations between the Hosted Lottery Services and Third Party Services.

12.9     The Customer warrants to the Provider that the transfer of Customer Data by the Provider to a provider of Third Party Services in accordance with this Clause 12 will not infringe any person’s legal or contractual rights and will not put the Provider in breach of any applicable laws.

12.10   Additional Charges may be payable by the Customer to the Provider in respect of a Third Party Services integration, as set out in associated project plans, and must be pre-paid prior to the start integration.

12.11   Save to the extent that the parties expressly agree otherwise in writing and subject to Clause 28.1:

(a)        the Provider gives no warranties or representations in respect of any Third Party Services; and

(b)        the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services.

13. Mobile App

13.1     The parties acknowledge and agree that the use of the Mobile App, the parties’ respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.

14. No assignment of Intellectual Property Rights

14.1     Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

15. Representatives

15.1     The Provider shall ensure that all instructions given by the Provider in relation to the matters contemplated in this Agreement will be given by a Provider Representative to a Customer Representative, and the Customer:

(a)        may treat all such instructions as the fully authorised instructions of the Provider; and

(b)        must comply with any other instructions in relation to that subject matter.

15.2     The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in this Agreement will be given by a Customer Representative to a Provider Representative, and the Provider:

(a)        may treat all such instructions as the fully authorised instructions of the Customer; and

(b)        may decline to comply with any other instructions in relation to that subject matter.

16. Management

16.1     The parties shall hold management meetings at each party’s offices, by telephone conference or using internet-based conferencing facilities:

(a)        at the reasonable request of either party.

16.2     A party requesting a management meeting shall give to the other party at least 10 Business Days’ written notice of the meeting.

16.3     Wherever necessary to enable the efficient conduct of business, the Provider shall be represented at management meetings by at least 1 Provider Representative and the Customer shall be represented at management meetings by at least 1 Customer Representative.

17. Change control

17.1     The provisions of this Clause 17 apply to each Change requested by a party.

17.2     Either party may request a Change at any time.

17.3     A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 6 (Form of CCN).

17.4     A party in receipt of a CCN may:

(a)        accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;

(b)        reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or

(c)        issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 17 will reapply with respect to the amended CCN.

17.5     A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

18. Charges

18.1     The Customer shall pay the Charges to the Provider in accordance with this Agreement.

18.2     If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 18.2.

18.3     All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, are exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

18.4     The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation that exceeds 10% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 18.4 (or, if no such variation has occurred, since the date of execution of this Agreement), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

19. Expenses

19.1     The Customer shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorisation of the Customer before incurring any Expenses

19.2     The Provider must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 40 days following the end of the Term.

19.3     Within 30 Business Days following receipt of a written request from the Customer to do so, the Provider must supply to the Customer such copies of the evidence for the Expenses in the possession or control of the Provider as the Customer may specify in that written request.

20. Timesheets

20.1     The Provider must:

(a)        ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and

(b)        retain such records during the Term, and for a period of 12 months following the end of the Term.

20.2     Within 10 Business Days following receipt of a written request, the Provider shall supply to the Customer copies of such of the timesheets referred to in Clause 20.1 and in the Provider’s possession or control as the Customer may specify in that written request.

21. Payments

21.1     The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.

21.2     The Customer must pay the Charges to the Provider within the period of 15 days following receipt of an invoice issued in accordance with this Clause 21.

21.3     The Customer must pay the Charges by bank transfer, credit card or other payment  details as are notified by the Provider to the Customer from time to time.

21.4     If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

(a)        charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)        claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

22. Confidentiality obligations

22.1     The Provider must:

(a)        keep the Customer Confidential Information strictly confidential;

(b)        not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality ;

(c)        use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d)        act in good faith at all times in relation to the Customer Confidential Information.

22.2     The Customer must:

(a)        keep the Provider Confidential Information strictly confidential;

(b)        not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;

(c)        use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d)        act in good faith at all times in relation to the Provider Confidential Information.

22.3     Notwithstanding Clauses 22.1 and 22.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

22.4     No obligations are imposed by this Clause 22 with respect to a party’s Confidential Information if that Confidential Information:

(a)        is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b)        is or becomes publicly known through no act or default of the other party; or

(c)        is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

22.5     The restrictions in this Clause 22 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

22.6     Upon the termination of this Agreement, each party must immediately cease to use the other party’s Confidential Information.

22.7     Following the termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information, and must irrevocably delete the other party’s Confidential Information from its computer systems.

22.8     The provisions of this Clause 22 shall continue in force indefinitely following the termination of this Agreement.

23. Publicity

23.1     The Customer must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

23.2     Nothing in this Clause 23 shall be construed as limiting the obligations of the parties under Clause 22.

24. Data protection

24.1     Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

24.2     The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

24.3     The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement:

(a)        the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 7 (Data processing information; and

(b)        Personal Data of the types specified in Part 2 of Schedule 7 (Data processing information).

24.4     The Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 7 (Data processing information).

24.5     The Provider shall only process the Customer Personal Data during the Term and for not more than 180 days following the end of the Term, subject to the other provisions of this Clause 24.

24.6     The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area)

24.7     The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a)        the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in any jurisdiction, providing that such transfers must be protected by appropriate safeguards, namely secure and authenticated access;

(b)        the Provider may transfer the Customer Personal Data] to its sub-processors in the jurisdictions identified in Part 5 of Schedule 7 (Data processing information), providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c)        the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the European Commission has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

24.8     The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

24.9     Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

24.10   The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

24.11   The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

24.12   The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate this Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 2 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 24.

24.13   As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties, and third parties within the categories, identified in Part 5 of Schedule 7 (Data processing information).

24.14   The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

24.15   The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 24.15.

24.16   The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.

24.17   The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 24 and the Data Protection Laws.The Provider will charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 24.17.

24.18   The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

24.19   The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 24.The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 24.19.

24.20   If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

25. Warranties

25.1     The Provider warrants to the Customer that:

(a)        the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

(b)        the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement; and

(c)        the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

25.2     The Provider warrants to the Customer that:

(a)        the Platform and Hosted Lottery Services will conform in all material respects with the Hosted Lottery Services Specification];

(d)       the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(e)        the Platform will incorporate security features reflecting the requirements of good industry practice.

25.3     The Provider warrants to the Customer that the Hosted Lottery Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

25.4     The Provider warrants to the Customer that the Hosted Lottery Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

25.5     If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Lottery Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:

(a)        modify the Hosted Lottery Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b)        procure for the Customer the right to use the Hosted Lottery Services in accordance with this Agreement.

25.6     The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

25.7     All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

26. Acknowledgements and warranty limitations

26.1     The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Lottery Services will be wholly free from defects, errors and bugs.

26.2     The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Lottery Services will be entirely secure.

26.3     The Customer acknowledges that the Hosted Lottery Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Lottery Services Specification; and the Provider does not warrant or represent that the Hosted Lottery Services will be compatible with any other software or systems.

26.4     The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Lottery Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Lottery Services or the use of the Hosted Lottery Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

27. Indemnities

27.1     The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of this Agreement (a “Provider Indemnity Event“).

27.2     The Customer must:

(a)        upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;

(b)        provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;

(c)        allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

(d)        not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,

and the Provider’s obligation to indemnify the Customer under Clause 27.1 shall not apply unless the Customer complies with the requirements of this Clause 27.2.

27.3     The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of this Agreement (a “Customer Indemnity Event“).

27.4     The Provider must:

(a)        upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;

(b)        provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;

(c)        allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d)        not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

without prejudice to the Customer’s obligations under Clause 27.3/

27.5     The indemnity protection set out in this Clause 27 shall be subject to the limitations and exclusions of liability set out in this Agreement

28. Limitations and exclusions of liability

28.1     Nothing in this Agreement will:

(a)        limit or exclude any liability for death or personal injury resulting from negligence;

(b)        limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)        limit any liabilities in any way that is not permitted under applicable law; or

(d)        exclude any liabilities that may not be excluded under applicable law.

28.2     The limitations and exclusions of liability set out in this Clause 28 and elsewhere in this Agreement:

(a)        are subject to Clause 28.1; and

(b)        govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

28.3     The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

28.4     The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

28.5     The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

28.6     The Provider shall not be liable to the Customer in respect of any loss of use or production.

28.7     The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

28.8     The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.

28.9     The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

28.10   The liability of the Provider to the Customer under this Agreement in respect of any event or series of related events shall not exceed the greater of:

(a)        $1 USD (One United States Dollar) and

(b)        the total amount paid and payable by the Customer to the Provider under this Agreement in the 1-month period preceding the commencement of the event or events].

28.11   The aggregate liability of the Customer to the Provider under this Agreement shall not exceed the greater of:

(a)        $1,000,000 USD (One Million United States Dollar) and

(b)        the total amount paid and payable by the Customer to the Provider under this Agreement.

29. Force Majeure Event

29.1     If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.

29.2     A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)        promptly notify the other; and

(b)        inform the other of the period for which it is estimated that such failure or delay will continue.

29.3     A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

30. Termination

30.1     The Provider may terminate this Agreement by giving to the Customer not less than 30 days’ written notice of termination. The Customer may terminate this Agreement by giving to the Provider not less than 60 days’ written notice of termination, expiring at the end of any calendar month.

30.2     Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party commits any material breach of this Agreement;

(b)        the other party commits a breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)        the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).

30.3     Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party:

(i)          is dissolved;

(ii)         ceases to conduct all (or substantially all) of its business;

(iii)        is or becomes unable to pay its debts as they fall due;

(iv)       is or becomes insolvent or is declared insolvent; or

(v)        convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)        an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)        an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d)        if that other party is an individual:

(i)          that other party dies;

(ii)         as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)        that other party is the subject of a bankruptcy petition or order.

30.4     The Provider may terminate this Agreement immediately by giving written notice to the Customer if:

(a)        any amount due to be paid by the Customer to the Provider under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)        the Provider has given to the Customer at least  3 days’ written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 30.4.

30.5     The rights of termination set out in this Agreement shall not exclude any rights of termination available at law.

31. Effects of termination

31.1     Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.8, 5.10, 12.11, 13, 19.2, 19.3, 20, 21.2, 21.4, 22, 23, 24.1, 24.3, 24.4, 24.5, 24.6, 24.7, 24.8, 24.9, 24.10, 24.11, 24.12, 24.13, 24.14, 24.15, 24.16, 24.17, 24.18, 24.19, 24.20, 27, 28, 31, 32, 35, 36, 37, 38, 39, 40, 41 and 42.

31.2     Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

31.3     Within 30 days following the termination of this Agreement for any reason:

(a)        the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and

(b)        the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,

without prejudice to the parties’ other legal rights.

32. Non-solicitation of personnel

32.1     The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 12 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of this Agreement.

32.2     The Provider must not, without the prior written consent of the Customer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer who has been involved in any way in the negotiation or performance of this Agreement.

33. Notices

33.1     Any notice given under this Agreement must be in writing, whether or not described as “written notice” in this Agreement.

33.2     Any notice given by the Customer to the Provider under this Agreement must be:

(a)        sent by email; or

(b)        submitted using the Provider’s online contractual notification facility,

using the relevant contact details set out in Part 6 of Schedule 1 (Hosted Lottery Services particulars).

33.3     Any notice given by the Provider to the Customer under this Agreement must be:

(a)        sent by email to the Customers registered email address; or

using the relevant contact details set out in Part 6 of Schedule 1 (Hosted Lottery Services particulars).

33.4     The addressee and contact details set out in Part 6 of Schedule 1 (Hosted Lottery Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 33.

33.5     A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

33.6     A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

(a)        in the case of notices sent by email, at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent); and

(f)         in the case of notices submitted using an online contractual notification facility, upon the submission of the notice form.

34. Subcontracting

34.1     Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

34.2     The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

34.3     Notwithstanding the provisions of this Clause 34 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

35. Assignment

35.1     The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under this Agreement.

35.2     The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under this Agreement without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

36. No waivers

36.1     No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

36.2     No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

37. Severability

37.1     If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

37.2     If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

38. Third party rights

38.1     This Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

38.2     The exercise of the parties’ rights under this Agreement is not subject to the consent of any third party.

39. Variation

39.1     This Agreement may not be varied except by means of a written document signed by or on behalf of each party, without prejudice to the requirements of Clause 17.

40. Entire agreement

40.1     The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

40.2     Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

40.3     The provisions of this Clause 40 are subject to Clause 28.1.

41. Law and jurisdiction

41.1     This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

41.2     Any disputes relating to this Agreement shall be subject to the courts of England.

42. Interpretation

42.1     In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a)        that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)        any subordinate legislation made under that statute or statutory provision.

42.2     The Clause headings do not affect the interpretation of this Agreement.

42.3     References in this Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

42.4     In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Execution

The parties have indicated their acceptance of this Agreement as part of the online Registration process.