Terms of Service for GRID Open Data Platform (Early Access Stage)

(hereinafter ToS)

1. Application of the ToS

GRID eSports GmbH, incorporated in Germany (registration number HRB 198264) whose registered office is at Gleimstraße 50, 10437 Berlin, Germany (GRID, we or us) operates an open data platform under the URL https://www.grid.eg/open-platform (GRID Open Platform) for registered Users, on which GRID provides access via Data Feeds to esports data for specific individual computer games extracted from various games. The official data come via the GRID interface directly from the game server of the respective right holders (for example game publishers or tournament organizers) (Rights Holder). To participate and gain access to the data from GRID Open Platform, you can register via an email invitation and if approved by GRID be an approved user of GRID Open Platform (a User). The respective purpose of use of GRID Open Platform for the individual User must be specified in the registration process. Use of GRID Open Platform by the User is then only permitted for this specific purpose (Purpose). If the User subsequently wishes to change or expand the Purpose, a new application and a new license grant for this other purpose must be made to GRID. GRID has concluded license agreements with the respective Rights Holder regarding these Data Assets and can now sublicense them to the User of GRID Open Platform for the respective game. The license of GRID to the respective User is always dependent on the continuance of the licenses between GRID and the Rights Holder. The User is provided with a limited right to use the data made available on GRID Open Platform for the Purpose stated in the registration process regarding the development of their own products up to a certain sales volume.

At the time of the conclusion of the contract, GRID Open Platform is still in an early access stage and is constantly being revised, further developed and content can change at any time.

The ToS sets out the terms and conditions under which the User may use GRID Open Platform (early access stage) and the respective data.

2. Early access

2.1. The current version of GRID Open Platform is in a very early stage with many functions and actions still under development, review and testing. The User acknowledges that its use of GRID Open Platform is subject of this continuing development process and that any functions or design of GRID Open Platform may change or discontinue at any time. At the time of entering into these ToS, the User is aware that GRID intends to continuously modify the service and GRID Open Platform.

2.2. GRID has the right to change the respective functions and contents of GRID Open Platform, the Data Feeds and the documentation as well as the basic structure of GRID Open Platform at any time. GRID shall also be entitled to remove any individual game title from its offer at any time and to no longer include these Data Assets in the respective Data Feeds. GRID shall also have the right to discontinue GRID Open Platform completely at any time.

2.3. In the event of any fundamental changes to the offer, the User shall be informed accordingly via the email address provided during registration.

2.3.1. The early access to GRID Open Platform is free of charge. GRID reserves the right to charge for the service in the course of further development and the GRID Open Platform. GRID also reserves the right to add further functions and charge for the additional service only.

2.3.2. GRID does not guarantee the quality of the Data Assets and the availability over the Data Feeds. Data Assets and Data Feeds as well as any other material provided via GRID Open Platform are provided on an "as is" basis only.

3. Scope of the Services: Provision of GRID Open Platform

The GRID Open Platform services consists of the provision of data (Data Assets) through a suite of data feeds such as the central data feed (Central Data Feed) and live data feed (Live Data Feed) (together Data Feeds) that offer granular gameplay Data Assets and schedule information, alongside information about teams and tournaments as further defined below. The Data Feeds are individual game agnostic, both in their operation and the format of the data-payloads delivered, making it possible to build for many audiences simultaneously. These Data Feeds comprise one or more APIs that provide esports Data Assets, relating to static data (titles, tournaments, teams and series) and live data (gameplay data, updated as a series is played). The official data originate from the GRID interface directly from the game server of the respective Rights Holder. The respective licenses to the Data Assets are granted to the User specifically for the Purpose and are each dependent on the continuation of GRID's own license with the respective Rights Holder as set out herein.

3.1. Central Data Feed (static Data Assets)

The Central Data Feed contains the "Query API" in relation to each game and enables the querying of static Data Assets. Static Data Assets means data relating to titles, tournaments, teams and series and is not updated as frequently as Data Assets relating to live, gameplay data. For the current early access state of GRID Open Platform, the Central Data Feed does not contain static player information yet.

3.2. Live Data Feed

The Live Data Feed contains the "Series State API" in relation to each individual game. The Live Data Feed always contains a certain delay, which corresponds to the delay of the respective official broadcast stream of the respective individual game. The User therefore will never be provided with real time live Data Assets.

The Series State API means a GraphQL API that enables the querying of live series Data Assets, exposing the current state of a live series (updated as actions happen during an ongoing game) and the final state of previously played series as they become available to GRID. The Series State API at early access stage contains the following high level mechanisms: team, player, segment, objective, map, character, item, structure, NPC (Non Player Character), clock and position depending on the respective individual game. The Series State API can be queried up to 10 times per minute. GRID reserves the right to alter the rate limit on a per User basis. If the Series State API is accessed by the User more often than the specified rate limit, GRID can automatically restrict access technically at its discretion.

4. Grant of rights

4.1. Individual licenses for Data Assets depending on the Purpose.

GRID has concluded license agreements with the respective Rights Holders regarding these Data Assets and can sublicense them to the User of GRID Open Platform for the Purpose. The license granted by GRID to the respective User is always dependent on the continuance of the licenses between GRID and the Rights Holder for the respective game title.

The respective Data Assets are subject to individual licenses in relation to each individual game that can be extracted by the User from the Central Data Feed and the Live Data Feed of GRID Open Platform due to the respective licenses GRID has in place with the respective Rights Holder.

The respective license to the individual Data Assets is always granted separately for the Purpose and may be subject to different restrictions depending on the game (find more details in Section 4.2.3).

4.2. Basic Grant of Rights of the Data Assets

4.2.1. GRID grants to the User the limited, non-exclusive, temporary and non-transferable right to access, use (limited to the Purpose), modify and copy the Data Assets originating from the relevant individual game that the User requests via the provided APIs and has the right to use the Data Assets of the individual game title for the Purpose up to a yearly revenue in the amount of 10.000 (ten thousand) EUR with the following general restrictions:

Any use of Data Assets beyond a cumulative yearly revenue in the amount of 10.000 EUR requires a separate individual license agreement with GRID.

4.2.2. Data Assets may NOT be used for the following purposes in any case:

4.2.2.1. Adult entertainment or pornography; or

4.2.2.2. Any illegal activities (violation of criminal law regulations).

4.2.3. In addition to the general restriction to the grant of rights under Section 4.2.2, the game specific restrictions apply to the respective Data Assets originating from individual games which may be notified by GRID to the User from time to time.

4.2.4. For any use of the Data Assets in relation to any product/service which is subject to regulation (e.g. betting, alcohol, healthcare, finance, etc.), the grant of rights is only effective under the condition of performance of the following process: Due diligence conducted by GRID to determine whether a granting of rights of the relevant Data Assets is compliant with the license terms of the Right Holder of the game. Furthermore, the purpose (product development in the regulated area) must already be stated within the registration process.

General access to the Data Assets can then be granted to the User, but the User may not yet use the Data Assets for the development of products for the regulated area. If GRID comes to the conclusion after the due diligence that the product development in the regulated area is not possible according to the specifications of the Right Holder, the User's access to the Data Assets and the granting of rights can be revoked by GRID at any time in GRID's sole discretion.

4.2.5. For the avoidance of doubt, GRID may freely exploit, distribute, use, license, sell or otherwise make available Data Assets to any other, commercial or not commercial, third parties. No provision in this ToS restricts GRID in the exploitation of Data Assets.

4.3. Subject to conditions subsequent:

The grant of rights under Section 4.2. of the ToS is subject to the following conditions subsequent (auflosende Bedingung):

4.3.1. In case that GRID's license to the Data Assets of the respective individual game from the Rights Holder expires, the User's grant of rights to the Data Assets shall automatically expire at the same time. In this case, GRID shall also immediately inform the User of the expiry of the license.

4.3.2. At the moment when the User no longer wishes to use the data for the Purpose, but changes the purpose of the use of the Data Assets, the User's license regarding the Data Assets (the granting of rights according to Section 4.2) shall automatically expire without further notice by GRID.

4.3.3. In case that the User achieves yearly revenue over the amount of 10.000 EUR with its products for which it uses the Data Assets or for the development of which it has used the Data Assets, the User's grant of rights to the Data Assets shall automatically expire at the same time. Upon surpassing such a yearly revenue amount, the User shall inform GRID immediately and enter into negotiation for an individual commercial agreement for the license of the respective Data Assets. Should the User and GRID shall not come to a mutual agreement, the grant of rights under these ToS shall cease and the User shall continue to use the Data Assets. GRID retains the right to deem any such negotiation as failed at any point of time in its sole discretion.

4.3.4. GRID has the right to audit the User solely in respect of its use of the Data Assets, whether the respective conditions subsequent have occurred. Should such an audit be refused by the User, the license shall automatically expire.

4.4. Access to GRID Open Platform, Data Assets and Documentation

4.4.1. Access to the Central Data Feed and the Live Data Feed is only permitted through the APIs (Query API, Series State API) provided by GRID. Most APIs offered as part of the GRID Data Feeds are query-able with GraphQL. GraphQL is a language that enables a flexible approach to querying APIs, by enabling the client to query only what is required. An authorised API key is required to gain access to each GraphQL API by setting the x-auth-key header on each POST request. It is not permitted to attempt to access the Data Assets and Documentation through private or non-published APIs.

4.4.2. Access to GRID Open Platform, the Data Assets and Documentation is technically restricted and is only permitted by entering the username and entering a password.

4.5. GRID reserves the right to use the User's company names or project names for marketing purposes solely in respect of the User's use of GRID Open Platform.

5. Further obligations of the parties

5.1. Further obligations of the User:

5.1.1. GRID only provides the interfaces (APIs) to the Data Feeds via GRID Open Platform. The User shall bear all and any other costs that may be required to use the Data Assets such as any required hardware, internet connection and any other necessary resource. GRID shall not assume any costs.

5.1.2. Furthermore, the following rules against misuse apply to the User in connection with the use of GRID Open Platform:

5.1.2.1. The User will not try to access non-authorized content of GRID Open Platform or try to circumvent access controls

5.1.2.2. The User will not distribute any defamatory, offensive, pornographic obscene, politically radical or otherwise illegal material or information in connection with the Data Assets or GRID Open Platform;

5.1.2.3. The User will not use GRID Open Platform to violate the rights (including personal rights) of any third party;

5.1.2.4. The User will not upload any data via GRID Open Platform that contain viruses (infected software) or otherwise influence, impair or damage GRID's systems or are suitable for this purpose;

5.1.2.5. The User will not use GRID Open Platform in a way that adversely affects the availability of the offers for other Users;

5.1.2.6. The User shall not take or attempt to take any action to modify, delete, extract, analyze or alter any content of GRID Open Platform other than the Data Assets as set out in Section 4.2 (i.e. in accordance with the Purpose). This includes, in particular, any attempts to decrypt and influence the source code of GRID Open Platform;

5.1.2.7. The User will not disclose login information and personal passwords to third parties or share them with any third parties;

5.1.2.8. The User will not use GRID Open Platform in a form that violates applicable laws.

5.1.3. The User acknowledges that a violation of one or more of the aforementioned rules may lead to immediate termination of the ToS, as well as exclusion from GRID Open Platform, and may also have civil and criminal consequences for the User itself. GRID will assign designated persons to monitor compliance with these terms and conditions as well as applicable rules and regulations. In particular, GRID reserves the right to exclude the User from GRID Open Platform if, in GRID's opinion, immoral, obscene or politically radical content are disseminated during use of GRID Open Platform.

5.2. GRID provides the GRID Open Platform technically "as is" and has implemented the reasonable technical security measures for GRID Open Platform.

6. Confidentiality

6.1. The Data Feeds, Data Assets and the Documentation made available via GRID Open Platform are considered Confidential Information (Confidential Information) within the meaning of these ToS. The Data Assets are also subject to the German Business Secrets Act (GeschichteGhG).

6.2. GRID has taken very high technical and organizational security measures to protect this Confidential Information. In addition, only selected Users are given access to the Confidential Information after completing a selected registration process. In addition, the access of the individual Users to the Confidential Information is always separately secured with technically protected access keys within the framework of GRID Open Platform.

6.3. This Confidentiality Clause does not affect the lawful use of the Confidential Information within the scope of the grant of rights in Section 4.2. However, the User must provide the following warranties regarding the use of the Confidential Information.

6.4. The User hereby undertakes and warrants,

6.4.1. to keep the Confidential Information strictly confidential and not to disclose it to any third party (as defined in Section 6.5);

6.4.2. to disclose the Confidential Information only to board members, employees and consultants involved in the project (need-to-know principle) and in accordance with the requirements of this Section 6;

6.4.3. to take at least the same measures with respect to the Confidential Information as it takes to protect its own Confidential Information, and in any event no less than it reasonably can take, to prevent disclosure of Confidential Information and to protect GRID's interest in keeping it confidential;

6.4.4. maintain and use appropriate and state-of-the-art electronic security measures to protect the Confidential Information; and

6.4.5. the User shall not use the Confidential Information to gain a business advantage in competition with GRID, any GRID Affiliate or any third party.

6.5. "Third Parties" within the meaning of these ToS shall be all persons and companies which (i) are not party to these ToS or (ii) are affiliated companies within the meaning of Sections 15 et seq. German Stock Corporation Act of the User, their board members, employees and consultants or (iii) board members, employees and consultants of the User who are not covered by Section 6.4.2. GRID may permit the User to disclose Confidential Information to third parties by prior written consent.

6.6. The User shall instruct the persons authorized to obtain information who obtain Confidential Information about the confidential nature thereof and shall oblige them to maintain confidentiality and to comply with this Agreement when using the Confidential Information. Furthermore, the User shall ensure that only secure information transmission and communication channels are used when passing on Confidential Information to parties entitled to obtain information.

6.7. User shall notify GRID in writing without undue delay if it becomes aware that Confidential Information has been disclosed in any way to unauthorized persons or if circumstances exist indicating that there is a risk of this happening.

6.8. For each case of violation of the provisions in Section 6 (Confidentiality), GRID may demand payment of a contractual penalty of 10.000 EUR from the User. Further claims for damages shall remain unaffected. A contractual penalty paid shall be offset against any claims for damages, whereby the contractual penalty shall represent the minimum damage.

7. Indemnification

The User shall indemnify GRID at first request against all alleged claims, disputes, demands, liabilities, damages, losses, costs and expenses from and/or towards any third party arising out of or in connection with claims due to (i) the breach of the rights and/or the obligations under the ToS by the User, or that (ii) content which the User develops, provides or otherwise makes available that makes any use of the Data Assets and infringes the rights of any third party.

8. Liability

8.1. GRID shall be liable in accordance with the statutory provisions if any damage is due to an intentional or grossly negligent breach of duty by that Party or one of its legal representatives or vicarious agents.

8.2. Furthermore, GRID shall be liable without limitation for damages arising from injury to life, body or health, for quality features that are contractually represented and for fraudulently concealed defects. Furthermore, liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

8.3. GRID shall further be liable for the slightly negligent breach of essential contractual obligations. Essential contractual obligations are (i) those whose breach jeopardizes the fulfilment of the purpose of these ToS, (ii) which make the performance of these ToS possible in the first place and on which the User regularly relies. In this case, GRID is only liable for the typically foreseeable damage. GRID is not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

8.4. Insofar as liability is excluded or limited, this shall also apply to the employees, legal representatives or vicarious agents of GRID.

9. Credits

For the avoidance of doubt, GRID does not grant to the User the right to use GRID's company name or marks (either registered or unregistered) in any publications or on any products without GRIDs consent.

10. Notice of rights

GRID is the sole owner of all rights, or, if third party rights are involved, have acquired corresponding licenses, to the Data Assets and to the software underlying GRID Open Platform and to the underlying system, including in particular copyrights, trademark rights, trade secrets, intellectual property and all other rights. If GRID Open Platform contains third-party content, such as logos, graphics, trademarks or photos of third parties, the respective rights of use are held by the corresponding third party and have been licensed by us.

11. Data Protection

The operation of GRID Open Platform is subject to our privacy policy, which the User can access via our website.

12. Termination

12.1. The ToS shall enter into force after GRID has accepted the application of the User and has granted access to the respective User until terminated in accordance with these ToS.

12.2. The right to extraordinary termination of the ToS always remains unaffected for both parties. An important reason entitling GRID to extraordinary termination exists in particular if the User violates any term under these ToS, especially any term with regard to the scope of license granted to User in Section 4.2. An important reason also exists if GRID comes to the conclusion, due to business decisions, that it no longer wishes to continue the entire GRID Open Platform or individual parts thereof. Furthermore, an important reason exists if GRID comes to the conclusion after due diligence that product development in the regulated area is not possible according to the specification of the Right Holders. The list of important reasons for extraordinary termination is not exhaustive.

13. Miscellaneous

13.1. Should any provision of these ToS be or become invalid, the remaining part of the ToS shall remain valid. In all other respects, the relevant statutory provisions shall apply in place of the invalid provision.

13.2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If the USER is a consumer and has his habitual residence in another country at the time of conclusion of the contract of use, the application of mandatory legal provisions of this country shall remain unaffected by the choice of law made in sentence 1. As far as permissible, all legal disputes regarding the usage relationship shall be settled before the competent courts in Berlin.

Version: April 2022