Bayes Terms of Use
for AV LCO
 
The access to and the use of AV LCO provided by Bayes Esports Solutions to any party (“Licensee”) is subject to an underlying License Agreement the following terms (“Terms of Use” or “ToU”).
 
1.  Definitions
    a)  “API” shall mean the application programming interfaces;
    b)  “Audio Visual” shall mean a video stream with or without audio which shows the course of the game from a non-specified perspective.
    c)  “AV LCO” shall mean an Audio Visual feed used alongside a consumer facing Live Odds offer.
    d)  “Bayes Applications” shall mean any application or software provided by Licensor, integrated in Licensee´s system and/or accessed by Licensee, providing AV LCO.
    e)  “License Agreement” shall mean the contract between Licensee and Bayes governing the scope and commercial details of the use of AV LCO by Licensee.
 
2.  Rights and obligations
    a)  Licensee may only use AV LCO based on and according to the terms set in the License Agreement.
    b)  Licensor shall provide to Licensee access to AV LCO through API and/or Bayes Applications to Licensee, and support the implementation, in particular with information and documentation (“Integration”).
    c)  Licensor is entitled to remedy defects of Bayes Applications at its discretion by providing a new release or by modifications, provided that the scope of the services is not changed more than insignificantly.
    d)  Licensor may improve the Bayes Applications by updates and upgrades.
    e)  A no-fault based liability for defects existing at the time of the conclusion of the Agreement shall be excluded, unless the defect relates to a feature of the Licensed Properties essential for the contract purpose (Section 536a (1) German Civil Code (BGB)).
    f)  Licensor uses tracking cookies within the Bayes Applications to control and develop the performance of its services.
    g)  Licensee may use AV LCO consumer facing only behind-login. Licensee shall not use AV LCO individually, but only as part of a betting product for which Bayes is entitled to a share of the revenue according to the License Agreement. Furthermore, Licensee shall
        (1)  enable the technical integration and provide all required support to Bayes for the transmission of AV LCO via Integration.
        (2)  in the event of a defect, undertake to support Licensor to an appropriate extent, for example by providing data, documentation or system descriptions, including such information.
        (3)  adopt commercially reasonable safeguards consistent with industry best practices intended to prevent unauthorized use of the Licensed Properties by third parties. Licensee shall immediately report to Licensor any unauthorized use of the Licensed Properties. The Parties shall cooperate to take all actions necessary to eliminate any unauthorized use. 
        (4)  implement sufficient safeguards to prevent screen scraping of Bayes Game Data or Bayes Visual Products by unauthorised third parties.
        (5)  not, and will not allow any third parties to: (a) reverse engineer, or attempt to discover any source code of or underlying algorithms of AV LCO; (b) provide, resell, lease, distribute, lend, disclose, use for time sharing purposes, or otherwise use or allow others to use for the benefit of any third party, any part of the AV LCO; (c)  use, modify, alter or tamper in any way with any AV LCO.
        (6)  promptly advise Licensor of all cases of potential infringement of the trademarks or other intellectual property owned by Licensor or any of its subsidiaries and Affiliates that come to the Licensee's attention, and shall promptly assist Licensor in connection with any action taken by Licensor or its subsidiaries and Affiliates relating thereto. The control of such action, including the determination of whether to initiate action or to settle, shall be under the exclusive control and discretion of Licensor.
        (7)  indemnify, defend and hold Bayes, its affiliates, subsidiaries, directors, officers, employees and contractors harmless from and against all liabilities, costs, damages, claims and expenses arising out of a breach of this section.
 
 
3.  Third Party License Obligations
AV LCO may include third party software, which is provided by their authors under separate license terms. If AV LCO includes or incorporates such third party components, the respective third party’s license terms will be made available online as indicated by Bayes.
 
4.  Liability
Bayes shall only be liable for damages resulting from an intentional or grossly negligent breach of duty. In the event of simple negligence, Bayes shall only be liable in the event of injury to life, body, health or an essential contractual obligation. Essential contractual obligations are those whose fulfilment is necessary for the achievement of the objective of the contract or which enable the performance of the contract in the first place. In the event of a slightly negligent breach of essential contractual obligations, Bayes shall be liable up to the amount of the damage typical of the contract and foreseeable at the time of conclusion of the contract. The above limitations of liability shall also apply in favour of Bayes' legal representatives and agents. The liability according to the Product Liability Act remains unaffected.
 
5.  Final Provisions
    a)  If any provisions of the ToU conflict with the License Agreement, the License Agreement shall prevail.
    b)  Changes or additions to these ToU must be made in writing. This also applies to the written form requirement itself.
    c)  Licensee shall not assign any of its rights or obligations under these ToU to any third party without the prior written consent of Bayes.
    d)  The law of the Federal Republic of Germany applies to the exclusion of United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG). The place of jurisdiction for all disputes arising from the contractual relationship shall be Berlin.
    e)  Bayes is entitled to change the terms in these ToU. An amendment shall become effective upon receipt by the User if the User has not objected in writing within six (6) weeks after receipt of the amendment. This shall only apply if Bayes has informed the Licensee in the amendment notification of the possibility of objection and the consequences of a failure to object. Changes to the essential elements of the contract agreed with Bayes shall require the consent of the User irrespective of this provision. If User does not agree to the changes, Bayes shall have the right for immediate termination.