Marketing Services Terms and Conditions

1.         Introduction and Interpretation

1.1       This marketing services terms and conditions are part of a legal agreement between GDC America, Inc. ("Company"), and a business (“Venue”) with respect to the right of the Company to market third party services to patrons of the Venue (the “Terms and Conditions”). 

1.2       In these Terms and Conditions:

            “Agreement” shall mean each relevant Order Form and these Terms and Conditions, as may be amended from time to time and at any time.

            “Initial Effective Date” shall mean the relevant Online Form Effective Date of the first Online Form accepted, agreed, completed and executed by the Venue.

            “Online Form” shall mean each online form (including any online forms which specifically amend any existing order form) which invokes, and is properly executed by the parties under, these Terms and Conditions.     

            “Online Form Effective Date” shall be as set forth in each relevant Online Form from time to time and at any time.

            “Referral Fee” shall be as set forth in each relevant Online Form from time to time and at any time.

2.         Purpose

Company desires to market its services to the patrons of Venue. Venue agrees to allow Company to enter and promote its services at the Venue location(s) under the terms set forth in the Agreement.

3.         Term and Termination

3.1       This Agreement shall commence on the Initial Effective Date and continue on a month-to-month basis unless terminated by either party with at least fifteen (15) days’ prior written notice.

3.2       Each relevant Online Form shall commence on the relevant Online Form Effective Date and continue on a month-to-month basis unless terminated by either party with at least fifteen (15) days’ prior written notice.

2.2       Either Party may terminate this Agreement or any relevant Online Forms immediately upon written notice if the other Party materially breaches any of its obligations and fails to cure such breach within ten (10) days after receiving written notice of the breach.

4.         Marketing Activities

4.1       The provision of the Service (as defined below) by the Company to the Venue shall, in each instance, be subject to the requirement that the Venue accept, agree, complete and execute an Online Form in advance. Any mutually agreed amendments or variation to any relevant Order Form or the Service being provided thereunder shall also require, in each instance, the Venue to accept, agree, complete and execute a new Online Form in advance.  

4.2       Company shall have the right to market third party services (“Service”) to patrons of the Venue in a mutually agreed-upon manner. The Parties may collaborate on promotional methods, but Company retains discretion over its marketing approach including the use of its personnel from time to time and at any time to carry out such activities in any manner whatsoever to provide the Service to patrons of the Venue.

4.3       Venue shall not interfere with Company’s and its relevant personnel’s marketing efforts and shall provide reasonable access to its patrons, subject to Venue’s operational needs.

4.4       Each Order Form which is accepted, agreed, completed and executed by the Venue will form part of this Agreement.

5.         Referred Players, Vouchers and Compensation

5.1       A “Referred Player” is defined as a patron of Venue who signs up for Service through Company’s and its relevant personnel’s marketing efforts at the Venue who has completed the registration of a customer account with the relevant gambling operator and (i) who has completed the registration of a customer account with the relevant third party and (ii) who has satisfied the relevant the minimum monetary amount that must be deposited for that customer account in accordance with the terms and conditions of the relevant arrangement in place between Company and the relevant third party.

5.2       Company shall provide Venue with a report (“Report”) monthly detailing the number of Referred Players generated during the preceding period.

5.3       Each patron that completes the steps required by the Company and becomes a Referred Play will receive a voucher for Venue. The Company and Venue shall agree on the specifics of the voucher and related logistics in relation to their validation and use (“Voucher Use Rules”). The Venue shall, subject to the relevant Voucher Rules being complied with in each instance, honor all vouchers issued. 

5.4       Based on the Report, Venue shall submit an invoice to Company for the applicable Referral Fee. 

5.5       Company shall remit payment to Venue within thirty (30) days of receiving a valid invoice.

5.6       The relevant Referral Fee to be paid by Company to Venue shall be as set forth in the applicable Online Form, provided, however, that Company shall be entitled, at its sole discretion, to change the Referral Fee amount as set forth in any Online Form by written notice to Venue (a “Price Change Notice”), with each such change effective immediately upon receipt by the Venue of each relevant Price Change Notice.

6.         Independent Contractors

Nothing in the Agreement shall be construed to create a partnership, joint venture, or employment relationship between the Parties. Each Party shall act as an independent contractor and shall not have the authority to bind the other Party to any agreement.

7.         Confidentiality

Both Parties agree to keep confidential any proprietary or sensitive business information exchanged under this Agreement, including but not limited to Reports, customer data, referral fees and marketing strategies.

8.         Liability and Indemnification

8.1       Company and its relevant personnel shall not be liable for any injuries, damages, or claims arising from its marketing activities on Venue premises, except to the extent caused by Company’s gross negligence or willful misconduct.

8.2       Venue shall indemnify, defend, and hold harmless Company, its officers, directors, employees, independent contractors and agents from any claims, liabilities, or damages arising from the actions, omissions, or negligence of Venue, including but not limited to claims related to Venue's premises, staff, or operations.

8.3       Company and its relevant personnel shall not be responsible for any losses incurred by Venue arising from indirect, incidental, or consequential damages, including but not limited to lost profits, regardless of whether such damages were foreseeable.

9.         Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

10.       Miscellaneous

10.1     Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, written or oral, regarding the subject matter herein.

10.2     Amendments. Any modifications to the Agreement must be in writing and signed by both Parties.

10.3     Assignment. Venue may not assign its rights or obligations under the Agreement without prior written consent from Company. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under the Agreement without Venue's prior written consent.

10.4     Severability. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.5     Notices. Any notice and other communication given under or in connection with this Agreement shall be in writing and shall be sent by email to the email address and marked for the attention of the person specified at the end of this Agreement (or to such other email address and contact person that may be designated by the receiving Party from time to time in accordance with this Section).

10.6     Conflicts. To the extent of any conflict or inconsistency between any relevant Online Form and the operative provisions of these Terms and Conditions, the relevant Online Form shall take precedence in respect of the relevant Service and other matters which are the subject of that relevant Online Form. Each individual relevant Online Form shall be discrete and shall relate only to the Service which is the subject of it, and accordingly the contents of any individual relevant Online Form shall not affect the content of any other relevant Online Form or the Service which are the subject of the latter relevant Online Form, save only as may be expressly provided in either relevant Online Form.