Whereas:

• MCG operates and offers the My Club platform (the “Platform”) to amateur sports clubs across Great Britain (“Member Clubs”).
• MCG is the holder of a small society lottery license issued by Tandridge District Council which enables it to operate a lottery to raise funds for good causes such as the Member clubs (the “My Club Lottery” or the “Lottery”). As part of the MCG Platform, MCG is offering Member Clubs the opportunity to be a beneficiary of the My Club Lottery.
• BDS is in the holder of a remote external lottery manager (“ELM”) license granted by the Gambling Commission UK (the “Gambling Commission”) (Remote ELM license number 050123-R-327621-004) and is the ELM for the My Club Lottery and provider of the Lottery technology (“Lottery Platform”);
• You are a grassroots not-for-profit sports club that qualifies as a ‘good cause’ and wish to be a recipient of funds raised through the My Club Lottery.

now, therefore, for good and valuable consideration, the Parties here to agree as follows:

MCG shall:

1. operate and promote the My Club Lottery in compliance with Gambling Act 2005, related regulations, license conditions and codes of practice under the laws of England and Wales. MCG also acknowledges and agrees to keep its small society license in good standing at all times and comply with all of the associated license terms and conditions.
2. provide Marketing Materials to You to promote the My Club Lottery to Your club members. “Marketing Materials” means: written copy, visual images and audio/video segments for all marketing activities including but not limited to: email, print, online (including but not limited to: online advertisements and social media posting), text message/SMS.

BDS shall:

1. manage and promote the My Club Lottery in compliance with Gambling Act 2005, related regulations, license conditions and codes of practice under the laws of England and Wales. BDS also acknowledges and agrees to keep its ELM operating license in good standing with the Gambling Commission at all times and comply with all of the associated license terms and conditions.

You will:

1. promote the My Club Lottery to Your club members pursuant to the instructions of the Lottery Suppliers and the terms and conditions herein.
2. grant to the Lottery Suppliers a limited license to use the Club Marks (pursuant to Section 5 of this Agreement) on the Platform.

You will receive thirty four percent (34%) of the Gross Proceeds associated with Your club pursuant to the Payments section of this Agreement (“Benefit Proceeds”). “Gross Proceeds” means the aggregate proceeds (given the meaning in s254(1) Gambling Act 2005) collected in connection with each Lottery conducted using the Platform.

1. Term.
   This Agreement shall be effective as of the Effective Date and this Agreement shall continue until either the Lottery Suppliers or You terminate this Agreement on written notice; provided, however, that in the event that there are obligations of any of the Parties still to be performed as of the date of termination, the Term shall be automatically extended until the completion of such obligations.
2. Termination for Breach.
   Any Party may terminate this Agreement immediately if any of the Parties has materially breached its obligations under this Agreement and such breach is not cured within ten (10) days after written notice from the non-breaching Party. Such termination to be effective ten (10) days after delivery of the notice of breach.
3. Termination by MCG or BDS.
   MCG or BDS may terminate this Agreement at any time and effective immediately if You do any of the following: (i) make any material misrepresentations (ii) are convicted of a crime or performed activity punishable as a misdemeanor or a felony, (iii) conduct repeated breach(es) of any of the terms of this Agreement in such a manner as to reasonably justify the opinion that Your conduct indicates your inability to fulfill your obligations under this Agreement; (iv) otherwise conduct activities in a manner that causes or could cause the Lottery to be violation of Gambling Act 2005, related regulations, licence conditions and codes of practice under the laws of England and Wales; or (v) otherwise conduct activities in a manner that causes or could cause public disparagement of the MCG’s or BDS’ good name or goodwill.
4. Termination by You.
   You may terminate this Agreement at any time upon written notice if MCG or BDS do any of the following: (i) make any material misrepresentations (ii) are convicted of a crime or performed activity punishable as a misdemeanor or a felony, or (iii) otherwise conduct activities in a manner that causes or could cause public disparagement of Your good name or goodwill.
5. Termination for Bankruptcy of MCG or BDS.
   This Agreement shall terminate automatically if MCG or BDS makes an assignment of its assets for the benefit of creditors, applies for the appointment of a receiver or trustee of its assets, or files (or has filed against it) any petition under the bankruptcy or insolvency laws of any jurisdiction, or is adjudged to be bankrupt or insolvent; provided, however, that in the event of any of the foregoing, the Parties acknowledge and agree that: (i) the date of such event shall constitute the close of the My Club Lottery; and (ii) all net proceeds collected as of the date of such event shall be returned back to the ticket purchasers.
6. Termination for Bankruptcy.
   This Agreement shall terminate automatically if You make an assignment of Your assets for the benefit of creditors, apply for the appointment of a receiver or trustee of Your assets, or file (or have filed against You) any petition under the bankruptcy or insolvency laws of any jurisdiction, or are adjudged to be bankrupt or insolvent; provided, however, that in the event of any of the foregoing, the Parties acknowledge and agree that all net proceeds collected in connection with Your club as of the date of such event shall be retained by the My Club Lottery and distributed to the other participating good cause Member Clubs.
7. Effects of Termination.
   Upon termination of this Agreement for any reason:
   • (i) all licenses shall be revoked;
   • (ii) the Lottery Suppliers shall remove all references to Your club from the My Club Lottery website;
   • (iii) You shall remove all My Club Lottery content (such as signage, displays, brochures or other marketing materials) from Your website, offices, facilities and locations and post a mutually agreed to notice regarding such termination to adequately inform the public regarding the cancellation of Your participation in the My Club Lottery; and
   • (iv) You shall immediately return or destroy and otherwise make no further use of all Confidential Information obtained, or to which you have become privy, as a consequence of this Agreement.
8. Agreement Amendment.
   We may amend, and reserve the right to amend, alter, and/or revise this Agreement with You at any time, by posting revised Terms on the website https://myclublotto.co.uk/ Any revised Terms so posted shall be legally effective between the Parties from the date of their upload.  Where reasonably practicable the Lottery Suppliers will endeavor to inform you of significant changes to the Agreement by way of email or notice published on the website. You nonetheless agree and confirm that it is and remains your sole responsibility to periodically log into your account and check the Agreement terms applicable. You further confirm that Your continued membership and participation in the My Club Lottery post revision shall constitute Your acceptance of any revised Agreement terms. Should You not wish to accept any revised Agreement terms then your sole remedy shall be a right to terminate your Agreement with us. If you wish to do this please contact our team at help@myclublotto.co.uk.

1. Promotion.
   You will promote the My Club Lottery to Your club members through email, posters, verbally, and social media, using only the Marketing Materials provided by the Lottery Suppliers and pursuant to guidelines and instructions provided in Schedule A of this Agreement. You acknowledge and agree that you shall not create or use your own marketing or promotional content in promoting the My Club Lottery. YOU ACKNOWLEDGE AND AGREE THAT YOU OR YOUR REPRESENTATIVES SHALL NOT PROMOTE YOURSELF AS THE OPERATOR OF THE MY CLUB LOTTERY, BUT ONLY AS ONE OF THE GOOD CAUSE BENEFICIARIES OF THE MY CLUB LOTTERY. Notwithstanding anything in this Agreement to the contrary, a breach of this clause shall result in immediate termination of the Agreement by the Lottery Suppliers and shall not be subject to any cure period.
2. LCCP. (Licence conditions and codes of practice)
   You acknowledge and agree that all marketing must comply with LCCP Code of Practice as provided by the Gambling Commission, namely SR code provision 5.1.7 which states marketing must be undertaken in a socially responsible manner and  must comply with the advertising codes of practice issued by the Committee of Advertising Practice (“CAP”) and the Broadcast Committee of Advertising Practice (“BCAP”) as applicable.
3. You acknowledge and agree that any and all marketing communications, advertisement, and invitations to purchase (within the meaning of the Consumer Protection from Unfair Trading Regulations 2008) do not amount to or involve misleading actions or misleading omissions within the meaning of those Regulations.
4. You represents and warrants that all individuals currently subscribed to any direct marketing lists to be used in your promotion of the Lottery, including but not limited to lists used to contact individuals via email, physical mail, or text message/SMS, i) have provided their explicit permission to be contacted by You for the purposes of promotion, ii) have not opted out to not receive promotions with regard to lotteries, and iii) are 16 years of age or older.
5. The Lottery Suppliers acknowledge and agrees that all marketing activities and Marketing Materials will meet the requirements of the UKGC, specifically
   • All Marketing Materials supplied to You will comply with LCCP Code of Practice as provided by the Gambling Commission, namely SR code provision 5.1.7 which states marketing must be undertaken in a socially responsible manner and must comply with the advertising codes of practice issued by the Committee of Advertising Practice (“CAP”) and the Broadcast Committee of Advertising Practice (“BCAP”) as applicable.
   • All marketing activities undertaken by the Lottery Suppliers in connection with the Lottery including all marketing communications, advertisement, and invitations to purchase (within the meaning of the Consumer Protection from Unfair Trading Regulations 2008) do not amount to or involve misleading actions or misleading omissions within the meaning of those Regulations.

1. Club Marks.
   In consideration of the Benefit Proceeds, You grant to the Lottery Suppliers a world-wide, revocable, limited, non-exclusive license to use Your trademark(s) and the official logo(s) (“Club Marks”) on the Platform, including the creation, development, and authorship of any online or offline materials (“Materials”) to encourage Platform engagement in connection with the My Club Lottery. Neither MCG nor BDS shall obtain any ownership rights in any Club Mark, which shall remain in the sole and exclusive ownership of You, including all goodwill therein.
2. Materials.
   Excluding any Club Marks, all content, results, deliverables and other work product developed or produced by the Lottery Suppliers in connection with the Platform (in whatever stage of completion), whether or not in a tangible medium of expression (“Work Product”), will belong exclusively to the Lottery Suppliers. Further, the Platform is and shall remain the sole and exclusive property of MCG, including all right, title and interest therein, and the Lottery Platform is and shall remain the sole and exclusive property of BDS and its group companies, including all right, title and interest therein.
3. Purchaser Data.
   The Parties acknowledge and confirm that the Lottery Suppliers own, or have the right to, all Purchaser Data collected using the Lottery Platform during the Term and shall collect such data in compliance with General Data Protection Regulations (“GDPR”). “Purchaser Data” includes but is not limited to name, email address and phone number of Purchasers. You acknowledge and agree that You will not collect the personal data of any persons in connection to the Lottery and doing so may be a breach of GDPR.

1. Benefit Proceeds.
   Each participating Member Club will receive thirty four percent (34%) of the Gross Proceeds associated with that club (“Benefit Proceeds”). The Parties have included the following examples to illustrate distribution scenarios and ensure there is clarity of intent with respect to the calculation of Benefit Proceeds:
   • Ticket purchasers select the club they would like to support at the time of purchasing a ticket to the My Club Lottery. If a ticket purchaser selects to support Your club, You shall receive thirty four percent (34%) of that ticket purchase. For example, if the ticket purchaser purchases a £10 ticket, you shall receive £3.40 of that ticket purchase. For further clarification, if the Gross Proceeds from the Lottery are £50,000, and £1,000 of the Gross Proceeds are attributed to Your club, Your club shall receive £340 in connection with that Lottery.
2. Timing.
   MCG shall transfer Your Benefit Proceeds pursuant to the calculation above within 14 days following the close of each lottery event.

1. By MCG.
   MCG represents and warrants that:

1. • it has the power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement;
   • it currently holds the required licenses, permits, consents, and/or authorizations, including the requisite small society lottery license issued by Tandridge Council, to operate a lottery in compliance with the Gambling Act 2005, related regulations, and license conditions and codes of practice, under the laws of England and Wales.
2. By BDS.
   BDS represents and warrants that:
   • it has the power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement;
   • it currently holds the required licences, permits, consents, and/or authorizations, including the requisite ELM operating license, to perform its obligations outlined in this Agreement.
   • the Lottery Platform shall operate in compliance with the Gambling Act 2005, related regulations, and license conditions and codes of practice, under the laws of England and Wales.
3. By You.
   You represent and warrant that:
   • You are a registered charity or not-for-profit entity organized under the laws of England and Wales and are entitled to be a beneficiary of the Lottery as a ‘good cause’;
   • all Member Club Funds received by You under this Agreement will be used for acts of charitable purposes or good cause;
   • it has the power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement.
4. Indemnification.
   • The Lottery Suppliers shall indemnify and hold You, your officers, directors, and employees (together, the “Club Indemnitees”) harmless from and against any loss, liability, damage, cost, or expense, including reasonable attorneys’ expenses, arising out of any claims or suits against the Club Indemnitees by reason of any breach of BDS’ or MCG’s obligations under this Agreement.
   • You shall indemnify and hold MCG, BDS, and each of their officers, directors, and employees (together, the “Lottery Supplier Indemnitees”) harmless from any loss, liability, damage, cost, or expense, including reasonable attorneys’ expenses, arising out of any claims or suits against the Lottery Supplier Indemnitees by reason of the Club Marks, Your breach of any of Your obligations under this Agreement, misrepresentations, or the acts or omissions of You, or Your employees, volunteers, representatives, or agents.
   • A Party seeking indemnification (“Indemnified Party”) will provide the Party from which indemnification is sought (“Indemnifying Party”) with prompt written notice of the relevant claim (provided that the failure to provide prompt notice will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced by such failure) and permit the Indemnifying Party to control the defense, settlement or compromise of such claim.  The Indemnified Party may employ counsel at its own expense to assist it with respect to such claim; provided, however, that if such counsel is necessary because the Indemnifying Party does not assume control, the Indemnifying Party will be responsible for the expense of such counsel.  Neither Party shall have authority to settle any claim on behalf of the other.

1. Except for the specific representations and warranties provided herein or as expressly set forth in this section, each party specifically disclaims all other representations, warranties, and guarantees, whether express, statutory, or implied, including the implied warranties of accuracy, quiet enjoyment, title, non-infringement, merchantability and fitness for a particular purpose.  The lottery platform is provided on an “as is” and “as available” basis and bds does not warrant that it will be uninterrupted, error-free, or reliable.
2. Except with respect to a party’s indemnification obligations under this agreement, neither party shall be liable in contract or tort for special, incidental, or consequential damages or lost profits (however arising, including negligence) arising out of or in connection with this agreement.
3. Subject to clause 9b, the lottery suppliers’ maximum liability to you shall not exceed and shall in all cases be limited to, the 100% of the benefit proceeds paid / payable to you in the six (6) month period preceding the date on which liability accrued.

1. Generally.
   A Party’s “Confidential Information” is defined as information that is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that would be valuable to a competitor including without limitation a Party’s future plans, its programs, internal policies or procedures, systems, databases, member lists, customer lists, technical information, methods of operation, materials (including Marketing Materials), documents, agreements, licenses, financial projections, financial data, improvements, concepts, designs, drawings, renderings, strategies, ideas, intellectual property other know-how and the like, any confidential or proprietary information of a Party which is disclosed to the Receiving Party in a writing marked confidential or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to a writing marked confidential and delivered to the Receiving Party within ten (10) days of disclosure, or any information the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party.  Each Party shall hold the other Party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party’s Confidential Information for any purpose other than as required to perform under this Agreement.  Such restrictions shall not apply to information which (a) is already known by the Receiving Party, (b) becomes, through no act or fault of the Receiving Party, publicly known, (c) is received by Receiving Party from a third-party without a restriction on disclosure or use provided that such source is not in breach of a confidentiality obligation in making such information available, or (d) is independently developed by the Receiving Party without reference to the Confidential Information.  The restriction on disclosure shall not apply to Confidential Information which is required to be disclosed by a court or government agency.
2. Confidentiality of Agreement.
   The Parties expressly agree that each and every provision of this Agreement is strictly confidential and proprietary to the parties.  Except for disclosures made to a Party’s accountants, attorneys, agents or other representatives, neither Party will disclose to any person or entity, in writing or orally, directly or indirectly, in whole or in part, any provision of this Agreement (or the sum and substance or effect of any provision of the Agreement) to any entity who is not party to this Agreement. Notwithstanding the foregoing, it is expressly agreed that the Parties will have the right to disclose the fact that the Parties have entered into this Agreement.

Each Party shall have full and sole responsibility for the acts and omissions of its employees, representatives, volunteers and subcontractors, and for all matters relating to their conditions of employment or retention.  The Parties are, and will at all times be deemed to be, independent contractors with respect to the subject matter of this Agreement.  Neither this Agreement, nor any terms and conditions contained herein, may be construed as creating or constituting a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the parties except for the Appointment. Save where expressly stated (in respect of any group companies of the Lottery Suppliers) this Agreement is not intended to and shall confer any rights on third parties. The construction, validity and performance of this Agreement shall be governed by English law and the Affiliate submits to the exclusive jurisdiction of the English courts. This Agreement may not be assigned by You without prior written approval from the Lottery Suppliers.  Any unauthorized assignment shall be null and void. The remedies provided in this Agreement shall be cumulative, and the assertion by any Party of any right or remedy shall not preclude the assertion by such Party of any other rights or the seeking of any other remedies. This Agreement represents the entire agreement between MCG, BDS and You with respect to the subject matter hereof, and supersedes any prior or contemporaneous arrangement, understanding, negotiations, or agreement with respect thereto.  The failure of any Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of such provision or any other provision, but the same shall nevertheless be and remain in full force and effect. The invalidity or unenforceability of any provision of this Agreement shall in no manner affect the validity or enforceability of any other provision hereof, unless the removal of that provision results in a material change to this Agreement.  In such a case, the Parties will negotiate in good faith to agree upon a replacement provision.  If the parties are unable to agree upon such a replacement provision within a reasonable period of time, any Party may terminate this Agreement on written notice to the other Parties. In addition to those responsibilities that accrue during the term of the Agreement, Sections 3(e)(ii), 3(g), 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement as shall any other sections, or portions of sections, as applicable, that are expressly described as surviving, or applying after termination or expiration of this Agreement. The Section and paragraph headings used herein are intended to be descriptive only and shall have no effect on the meaning or interpretation of the provisions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by electronic mail to the addresses set forth as follows: BDS (Tony Warwick/ tony.warwick@bdsportgroup.com); MCG (Michael Whyke/ michaelwhyke@myclubgroup.co.uk); You (address provided upon registration with the MCG Platform). Notices shall be deemed given when sent.

• Member Clubs understand that the Lottery operator is MCG and the lottery is managed by BD Sport Ltd.
• Member Clubs understand they themselves are not a lottery operator, nor are they permitted to in anyway promote themselves as the Lottery operator or manager for the My Club Lottery
• Member Clubs agree they will not portray or advise to any subject that they are the operator or manager of the My Club Lottery
• Member Clubs agree they will not promote the Lottery to, or encourage, any person under the age of 16 years to participate in the Lottery.
• The Member Clubs agree they will not promote the Lottery to, or encourage, any person who is vulnerable to participate in the Lottery.
• Should a customer request further information regarding problem gambling, Member Clubs have the obligation to direct the Customer to the Responsible Gambling page of the Lottery website.
• Any advertising or marketing in relation to the Lottery, including but not limited to Marketing Materials, will be provided by the Lottery Suppliers. Member Clubs are not to create or display their own advertisements or marketing materials.
• The Lottery will not in any way be associated with alcohol either directly or indirectly.
• The Member Clubs will not collect the personal data of any subjects in relation to the Lottery and doing so may be a breach of GDPR.
• Member Clubs will not sell any tickets for the Lottery in any other form than directing customers to the Lottery website.
• Member clubs will not link any other gambling product game to the Lottery.