Please read this Client Terms and Conditions (“Terms” or “CTAC”) carefully before using the White Label Application(s) Digital Channel(s), or the FanHero Platform (the “Application(s)”) operated by FanHero, LLC, a FanHero entity or a FanHero Affiliate (“us”, “we”, “our”, or “FanHero”).  White Label Application(s) and Digital Channel(s) may be collectively referred to as “Branded Application(s)”)

You are accessing the Applications because you are either a Client of ours or you have been authorized by the Client to access the Applications on their behalf. The use of “you” or “your” throughout this CTAC refers collectively to the Client and to any person accessing the Applications on behalf of the Client. By accessing the Applications, you represent and warrant to us that you have been authorized by the Client to access the Applications and to edit, delete, post or manage Client Content on behalf of the Client.

Your access to and use of the Applications is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Applications.

By accessing or using the Applications, you agree to be bound by these Terms. If you disagree with any part of the terms and conditions contained herein then you do not have permission to access the Applications. We reserve the right to modify or amend this CTAC from time to time.

Base Agreement

You may access and utilize the Applications only under the condition that you have entered into, or are a party to, a White Label Application Agreement, or a Digital Channel Agreement (the “Agreement”) with FanHero that is and remains in full force and effect and for which the term has not expired. The economic terms between you and us are set forth in the Agreement or the Order Form. In addition to the terms and conditions set forth in the Agreement, the terms and conditions of this CTAC also are applicable to and binding upon the contractual relationship between you and FanHero. For all matters covered within this CTAC, the terms and conditions of this CTAC shall supersede the Agreement in the event of any conflict or ambiguity. Further, this CTAC is subject to modification and amendment from time to time with or without notice. Your continued access to and use of the Applications is your agreement that the most recent version of the CTAC shall take precedence over any earlier version. Any capitalized terms used herein and not defined within the CTAC have the meaning as defined in the Agreement or the Order Form.

Purpose

The Applications are provided to you as part of the FanHero Platform to enable you to a) post and manage Client Content, and b) gain access to certain End User data and analytical tools.

Language

The Terms may be provided in languages other than English. In all such cases, translations are provided for convenience only. The governing version of the Terms are the English language version only.

Client Content

All items posted to or published on the Applications by you using the Applications are included in the definition of and comprise part of the Client Content. If you are acting on behalf of the Client, you represent and warrant to us and the Client that a) the Client is either i) the owner of all Client Content for all legal purposes, including under all copyright laws, or ii) has all required permissions and authority necessary to post or publish such Client Content; and b) all actions and creative input undertaken by you and posted or published to the Applications are done as “works for hire” under the copyright laws of the United States and are the property of the Client; and c) you waive any and all claims you may have globally and perpetually to any of the Client Content and irrevocably assign any such claims to the Client.

In the event that any of the Client Content contains any third-party information, materials or content, you agree that you are responsible, at your sole cost, to obtain all consents, approvals and Intellectual Property Rights that may be necessary or advisable in order for such third party information, material or content to be used in or incorporated into Applications. You agree that you are responsible for the Client Content and will bear all costs related thereto or resulting therefrom.

You represent and warrant to us that you are the owner of and possess all rights and privileges necessary to post the Client Content and that none of the Client Content shall be in violation of any obligations or restrictions from any contract or agreement that you are subject to.

Conditions of Use

By using the Applications, you agree that you (i) are solely responsible for administering access privileges with respect to your internal users and maintaining the security of all user names, passwords, and other confidential information relating to your use of Applications; (ii) will promptly report to us any errors or irregularities in the performance of Applications and cooperate with us to diagnose any such errors or irregularities; (iii) will not cause a breach of any agreements between you and any third parties, or unreasonably interfere with our relationships with any of our third-party service providers; (iv) will perform your obligations hereunder and ensure that your use of Applications shall comply with any and all applicable agreements, laws, rules, and regulations; (v) assume full responsibility for all risk associated with your use of the Applications, including, but not limited to, any financial obligations arising with respect to third parties (including End Users) resulting from your use of the Applications; and (vi) ensure that your internal users comply with all terms and conditions of the Agreement and this CTAC.

You agree that you are subject to and bound by agreements (“Network Agreements”) that are in place and mandatory in order for Applications to be offered via the Distribution Network. You agree that we may take actions to edit or remove Client Content that we become aware is in violation of one or more terms of the Network Agreements. We reserve the right at all times to edit or remove Client Content that we believe may be fraudulent, unauthorized or illegal in nature.

Licenses

We hereby grant you a limited, non-exclusive, non-transferable right during the Term to access and use the Applications (but not to access or use the source code relating to the Applications), including all data relevant to End Users. You agree that you will use the Applications in accordance with the Agreement and this CTAC. You agree that all data regarding End Users that resides on the FanHero Platform and is our property.

You agree that you have no rights with respect to the Applications except as expressly set forth in the Agreement and this CTAC. Nothing contained in the Agreement of this CTAC shall be construed to permit you, or any third party representing, posting or working on behalf of or at your direction, to: (i) alter, copy, modify, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive any source code of the Applications; or (ii) sublicense, distribute, sell, assign, transfer, lease, rent, disclose, or provide access to the Applications to any third party. You acknowledge and agree that all End Users will be required to accept the End User License Agreement (“EULA”) with us as a condition to use the Applications, and that the EULA may be modified from time to time. In the event that FanHero is providing you with a White Label Application, you shall then be responsible to publish your own version of the EULA (“Client EULA”), for which you shall incur, at your own responsibility, any and all costs associated with preparing, drafting, and publishing such Client EULA. You further represent and warrant that Client EULA is in substantial conformity with the EULA including, but not limited to, data protection, data privacy, user privacy terms, policies, and other guidelines terms contained in the EULA. FanHero shall have the right, but not the obligation, to review and reject the Client EULA in the event that it conflicts, or it is not in substantial conformity with the EULA. You further represent and warrant that Client EULA is in full compliance with the laws, regulations, and policies of the United States of America.