1.2. Any terms and conditions of any Registered Users which seek to vary or amend or is in conflict with or deviate from these GTC will not apply without the prior written consent of Content Arena.

1.3. A reference to these GTC or any document referred to herein includes any and all amendments, additions and variations thereto.

1.4. A reference to a Party includes its legal and personal representatives, successors or permitted assigns (as the case may be).

1.5. Unless the context otherwise requires, references to Clauses are to the clauses of these GTC.

1.6. Headings shall not affect the interpretation of these GTC.

1.7. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.8. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these GTC and shall include all subordinate legislation made as at the date of these GTC under that statute or statutory provision.

1.9. A reference to writing or written includes any means of visible reproduction including emails.

1.10. Any time or business day shall refer to Singapore time or a business day, being a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore.

2. DESCRIPTION OF SERVICES

2.1. Content Arena provides the technical basis and know-how for the operation of the Platform. The Platform is a website for Registered Users, which provides a marketplace for Sports Media Rights and allows Registered Users to sell and/or buy Sports Media Rights. The Platform offers a trading environment on which the Sellers can create and publish digital Listings. As part of the Services, Content Arena also regularly promotes Listings or parts thereof within their newsletter, and their social media accounts. The Listings chosen by Content Arena for such promotion is in Content Arena’s sole discretion.

2.2. Listings are published on the Platform’s marketplace and can be seen and accessed by all Registered Users. Furthermore, Sellers and Buyers can enter into a License Agreement directly through the Platform, or choose to accept offers based on a Term Sheet only, which remains subject to the execution of a long-form License Agreement outside of the Platform (see also Clause 7).

2.3. Content Arena will not become a contractual party to the License Agreement. The License Agreement is concluded solely between Sellers and Buyers and will be executed and performed by the Sellers and Buyers. Content Arena generates a License Agreement in accordance with the Listing which intends to cover the common terms for license agreements regarding Sports Media Rights. In the event that a Registered User does not wish to use such generated terms, the Registered Users may amend the License Agreement by selecting terms and conditions in the relevant box provided during the Listing Process, or the Sellers may choose to accept offers based on a Term Sheet only, which remains subject to the execution of a long-form License Agreement outside of the Platform.

2.4. Content Arena shall not be responsible or liable for any Listings and for the License Agreements concluded by Registered Users. Listings or other content posted by Registered Users on the Platform do not represent Content Arena’s opinion and Content Arena is, as a matter of principle, not obligated to inspect Listings or other content to verify their lawfulness, correctness and completeness. Content Arena, however, reserves the right to validate Listings and may correct Listings after approval of the relevant Registered User.

2.5. The use of the Platform by Registered Users shall always be subject to Applicable Law and the adherence to the User Agreement.

2.6. Content Arena may provide the Subscription Services to any legal entity via the Platform on a subscription basis, subject to the execution of a Subscription Services Agreement. The Subscription Services Agreement shall be supplemental to these GTC which shall apply to the Subscription. In the event of any conflict between the GTC and the Subscription Services Agreement, the latter shall prevail.

3. USER AGREEMENT

3.1. Only Registered Users can use the Platform. For the registration, Applying Users may file an application request on the Platform by filling out the application form. Content Arena may then validate the application request as set out in Clause 4.3 and if successfully validated, send an email to the Applying User confirming approval of the application. Applying Users can then initiate the Company and/or User Account by accepting the User Agreement.

3.2. The activation of the User Account constitutes the conclusion of the User Agreement as a legally binding contract between the Registered User and Content Arena that sets out the terms for the use of the Platform and the Services. For the avoidance of doubt, these GTC and the Privacy Policy shall apply to Applying Users (in respect of the registration process for a User Account or otherwise), notwithstanding that no User Agreement is concluded.

3.3. Registration must be carried out by an authorized representative of a legal entity. Registration as a private individual is prohibited. Registration of a Company and/or User Account for third parties without their consent and the use of various Company and/or User Accounts by one Registered User is also expressly not allowed.

3.4. Each Registered User may only register once and maintain only a single User Account. Each User Account must be created and managed by the Registered User. Each User Account is assigned to a Company Account. The Registered Users act on behalf of the legal entity to which the Company Account is assigned and any actions and/or omissions of the Registered Users will be ascribed to the legal entity to which the Company Account is assigned. Multiple User Accounts may be assigned to a Company Account as long as each representative is registered / attributed under a specific Company Account and has accepted the User Agreement. If a Company Account through which an Applying User wishes to use the Platform is already existing, Content Arena may approach any Registered User who is already assigned to the Company Account to validate the prospective Applying User. If the Registered User confirms the Applying User to be an authorized representative of the legal entity that holds the Company Account, then the Applying user may receive a User Account and may be added to and perform legally binding actions on behalf of the relevant legal entity.

3.5. Applying Users shall have no claim whatsoever towards Content Arena in respect of any application for a User Account or otherwise. Any application will not be accepted until the required Registration Data and any other requested information and documents has been received and validated by Content Arena as set out in Clause 4. For the avoidance of doubt, even after provision of all requested information and documents, Content Arena reserves the right to decline the application without any requirement to provide further explanation. Content Arena will immediately notify the Registered User of a Company Account if an Applying User wishes to register for the same Company Account.

3.6. Registered Users shall have no claim whatsoever in respect of technical standards and availability of the Platform. Content Arena may temporarily limit the access to the Platform and the Services due to capacity limits, server security updates and/or other tasks and measures such as maintenance work. It may be necessary for Content Arena to carry out scheduled or unscheduled repairs or maintenance, or remote patching or upgrading of the Platform, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Platform. Any degradation or interruption in the Services during such maintenance shall not give rise to a refund of any sums paid to Content Arena by the Registered User or any liability on Content Arena, nor shall it relieve the Registered User from its obligations to pay any sums due and payable to Content Arena.

3.7. Content Arena does not warrant that use of the Platform and the Services will be uninterrupted or free from errors or vulnerabilities. Content Arena is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Registered User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.

3.8. If a Registered User has been temporarily blocked (see Clause 13), the Company and/or User Account has been deactivated (see Clause 4.4) or the User Agreement has been terminated by Content Arena (see Clause 13), then the Registered User(s) may no longer use the Platform (via the relevant Company and/or User Account or other Company and/or User Accounts). Deactivation or termination of the Registered User’s use of the Platform will have no effect on the validity of any License Agreements between Buyer and Seller which have already been concluded via the Platform and any corresponding Commission Fee or, where applicable, any Subscription Fee.

3.9. Notwithstanding anything under the User Agreement, the relevant legal entity represented by a Registered User shall be jointly and severally liable for such Registered User’s obligations under the User Agreement.

4. USER ACCOUNT

4.1. The registration process for a User Account consists of several steps in which the following information (“Registration Data”) must be provided as follows:

(a) In the first step, the Applying User provides Content Arena with the following Registration Data on the Platform:

● Full user name (first name and last name) of the Applying User;
● Email address;
● Company name; and
● Phone country code and phone number.

(b) By clicking the “Registration” button, the Applying User submits the Registration Data to Content Arena. The Applying User will then receive an email and will be asked to validate the email address provided by clicking on a “Validation” link. Content Arena will be notified about the application and the provided Registration Data will be stored and validated by Content Arena. If the provided Registration Data is validated, the Applying User will receive an email with a “Registration” link.

(c) In the second step, when clicking on the “Registration” link, the Applying User will be asked to file an application request on the Platform by filling out the application form. The Applying User will then be asked to provide additional Registration Data:

● Full user name (first name and last name) of the Applying User;
● Email address;
● Company name;
● Phone country code and phone number;
● Registered company name (as recorded in the relevant companies registry);
● Company street name / number;
● Company ZIP code;
● Company city;
● Company country; and
● Password which the Applying User wishes to use for its User Account.

4.2. The Registration Data provided must be accurate and complete. The Applying / Registered User must maintain and immediately update the Registration Data in the User Account should the Registration Data provided change during the registration process and/or after registration, particularly any winding up, insolvency or liquidation of a company referred to under the Registration Data.

4.3. Content Arena may request further information and documents (such as VAT and registration number) in order to carry out various checks (including but not limited to validation of the application request, fraud and money laundering prevention checks) as it deems appropriate before issuing a Company and/or User Account. Any Applying User hereby authorizes Content Arena to use the Registration Data and other information and/or documents provided to perform the above checks in relation to its application. Content Arena or agents acting on its behalf may pass the Registration Data on to their respective group companies, and other organisations (including but not limited to credit registers, regulatory bodies and law enforcement agencies). Content Arena undertakes to use the Registration Data in accordance with Content Arena’s Privacy Policy.

4.4. Content Arena reserves the right (a) to issue a Company Account and/or User Account at its sole discretion as well as (b) to deactivate or delete a Company Account and/or User Account as set out in Clause 13.

4.5. Content Arena cannot fully verify the accuracy and completeness of the information and data including the Registration Data provided by Applying and/or Registered Users and is not liable for any inaccuracies, inconsistencies or incompleteness of such data.

4.6. Registered Users must treat access data (including passwords) as confidential and safeguard it from unauthorized third-party access. Content Arena is not liable for any unauthorized Listing or action on the Platform conducted through a Company and/or User Account of a Registered User.

Communication between Registered Users

4.7. Communication via the Messaging Tool is designed to facilitate the sales process, and ensure that any deals in negotiation adhere to and are protected under these GTC. It also makes it easy to follow up conversations, find specific information and, if required, ask Content Arena for assistance which may be provided by Content Arena at its sole discretion. Content Arena cannot provide these benefits if the Registered User takes the conversation with other Registered Users offline or outside of the Platform. Registered Users may consider having such conversations only in instances when the deal is already agreed and if further offline communication is needed for project execution (sharing transmission details or invoices, for example).

5. COMMISSION FEE

5.1. Registered Users agree that any License Agreement(s) may entail a Commission Fee due to Content Arena for the use of the Platform and the Services to be paid by the Seller under a License Agreement.

(a) The Commission Fee is due in the event that:

● the License Agreement was concluded on the Platform; and/or

● the License Agreement was concluded outside of the Platform, but initiated on the Platform by conversation, and/or acceptance of the Term Sheet, via the Platform.

(b) Hence, the Seller acknowledges and agrees that the Commission Fee may be due irrespective of whether the License Agreement was concluded through or outside the Platform based on the conditions above.

5.2. The Commission Fee shall comprise ten per cent (10%) of the Consideration agreed in the License Agreement plus VAT (if applicable) and shall be paid by the Seller to Content Arena after receipt of an invoice as set out in Clause 5.3.

5.3. Content Arena will issue an invoice to the Seller in accordance with the payment schedule for the Consideration set out in the relevant License Agreement (for example, in the event that the Seller has agreed under the License Agreement to pay twenty per cent (20%) of the Consideration upon signing of the License Agreement, then twenty per cent (20%) of the Commission Fee shall also be due and payable to Content Arena upon signing of the License Agreement). The Commission Fee will be effective from the date of signing of the License Agreement and shall be payable in accordance with the payment schedule of the License Agreement as set out above. Content Arena may, at its sole discretion, not enforce its claim to a Commission Fee in the event that the Seller has not received the corresponding payment of the Consideration and the Seller can prove to have taken serious measures (to Content Arena’s reasonable satisfaction) to enforce the payment obligation of the Buyer under the relevant License Agreement. In this case, the Seller shall (a) transfer all outstanding payment claims against the Buyer to Content Arena up to an amount of the Commission Fee due and (b) provide Content Arena with all other necessary assistance and documents to enable Content Arena to enforce such payment claims against the Buyer.

5.4. Unless longer payment periods are approved by Content Arena, the payment of the Commission Fee shall be effected within fourteen (14) days from the date of Content Arena’s invoice, without cost and any deduction, to the account of Content Arena indicated on such invoice. Default in payment of such invoice for more than fourteen (14) days constitutes a material breach of the User Agreement. The Seller shall pay a late charge in an amount equal to four per cent (4%) per annum of the unpaid Consideration (calculated in respect of the period during which the relevant payment to Content Arena was overdue), subject to the Seller’s receipt of a payment reminder by Content Arena in which a final payment deadline of seven (7) days is notified. Content Arena’s acceptance of any payment after such final payment deadline shall not constitute a waiver by Content Arena of any of its rights hereunder.

5.5. This Clause 5 shall not apply to any Subscription Services.

6. LISTING / FORBIDDEN CONTENT / OBJECTIONS

Listing(s)

6.1. In order to sell Sports Media Rights on the Platform, every Registered User can create a Listing by generating and submitting the following items (“Listing Process”):

(a) “Event Description” in which the Seller describes the event to which the Program refers to. This may include the sports name, competition name, season, event description etc.

(b) “Rights Configuration” in which the Seller configures the Program to which the Sports Media Rights to be sold refer to and in which Seller choose the rights category to be sold;

(c) “Setting of Rights Specification and Production Details” in which the selected rights categories are specified and the production details are set;

(d) “Setting the Commercial Terms” in which the Seller defines contract relevant terms (i.e. expiry date, company address, place of jurisdiction and applicable law); and

(e) submit a Digital Signature and click the “Submit” button to confirm the Listing and (once again) the User Agreement.

6.2. If the Registered User has completed the Listing Process as set out in Clause 6.1, the Listing will be published on the Platform. Without disclosing the Registered User, information of Listings may also be integrated into Content Arena’s newsletter and any other digital or non-digital publications of Content Arena (such as websites and company brochures). All published Listings can be seen by all Registered Users. Registered Users may also view all Listing details. These include the Listings created by Sellers, the Program information, the Term Sheet and information on the legal entity for which the Registered User is registered.

6.3. All Listings must comprise correct and full information and shall be described by the Registered User. In this context, the description must contain all characteristics and features which are key to the purchase decision. Content Arena does not offer any guarantee for the correctness, completeness or quality of the information provided by Registered Users (see Clause 2.4).

6.4. Registered Users may only create Listings on behalf of a legal entity if such legal entity is the sole owner / authorized licensor of the offered Sports Media Rights. Simultaneous multiple postings of a single Listing is forbidden. Furthermore, the Sellers warrant and guarantee that the Listings and the grant of Sports Media Rights under the relevant License Agreement comply with Applicable Law and do not infringe any third-party rights.

Deactivation of Listing(s) by Registered Users

6.5. Registered Users may deactivate or delete their Listing at any time at their sole discretion as long as there is no existing active offer for such Listing. Accordingly, should the Seller wish to deactivate or delete such Listing, the Seller shall reject all active offers for such Listing first.

Forbidden Content

6.6. Each Registered User is responsible for their Listing and for compliance with all Applicable Law with respect to its activities under the User Agreement, and shall not use the Services in any way that violates the terms and conditions of the User Agreement or for any purpose or in any manner that is unlawful or prohibited by the User Agreement. A posting of Listings on the Platform which infringes or is likely to infringe any Intellectual Property Rights of any person or entity, transgresses standards of public decency and/or whose sale is limited or forbidden under Applicable Law (including legislation covering consumer protection, child protection, unfair practices, exports, etc.) is forbidden.

6.7. Furthermore, each Registered User shall not use the Services to post or upload any of the following content or any other content which is prohibited by Applicable Law on the Platform:

(a) Posts including pornographic content or content liable to corrupt kids or youths;

(b) Posts of a hate-related nature or including content from anti-constitutional organizations;

(c) Abusive criticism or insults;

(d) Advertising for illegal content such as software cracks, serial numbers; download sources or instructions on how to use illegal software; and

(e) Executable programmes which contain viruses or Trojans.

Objections to Listing(s) made via the Platform

6.8. Content Arena reserves the right (a) to object to upload Listings and/or (b) to deactivate or delete Listings and any forbidden content from the Platform without prior notice for any reason including but not limited to the following:
(i) Insufficient quality of the Listing;
(ii) the Listing contains incomplete, false or otherwise insufficient information; and/or
(iii) specific indications that the Listing and/or contents infringe Applicable Law, third party rights, standards of public decency or the User Agreement as set out in Clause 13.1.

7. CONCLUSION OF LICENSE AGREEMENT BETWEEN USERS

7.1. The conclusion of a License Agreement is dependent on whether the Seller chooses to conclude a deal on the Platform (by using the License Agreement) or outside of the Platform (accepting a Buyer’s offer based on the Term Sheet).
Conclusion of a License Agreement on the Platform

7.2. In the event that the Seller chooses to conclude a License Agreement on the Platform, the publishing of the Listing by the Seller constitutes an invitation to submit a legally binding offer by any Registered User (i.e. an invitation to treat).

7.3. To submit a legally binding offer on a published Listing, Registered Users are required to enter a bid, to submit their Digital Signature, to confirm acceptance of these GTC and the Privacy Policy and to click the “Submit” button. The Seller will then be notified via email on the binding offer of the Buyer and is invited to accept or decline the bid. The Seller is required to respond to the bid within seventy-two (72) hours, otherwise, there is no guarantee that the offer will be upheld.

7.4. In the event that the Seller accepts the bid, the deal is closed and a legally valid and signed License Agreement between the Seller and the Buyer is concluded. The signed License Agreement is stored in both Seller’s and Buyer’s User Accounts. Both Seller and Buyer will also be notified via email on the closed deal. The signed License Agreement will be attached to such email in pdf format.

7.5. In the event that the Seller declines the bid, the Buyer will be notified via email that the Seller has declined his offer and the Buyer may submit an increased bid as set out in Clause 7.3.

7.6. For the avoidance of doubt, Content Arena shall not become a contractual party to the License Agreement. The License Agreement is concluded exclusively between the Registered Users (i.e. the Sellers and Buyers) (see Clause 2.3).

Conclusion of a deal based on the Term Sheet

7.7. The Seller can choose to accept offers based on the Term Sheet only, which remains subject to the execution of a long-form License Agreement between the Seller and the Buyer outside of the Platform. Such long-form License Agreement shall be provided by the Seller to the Buyer after the Seller accepts an offer. The Seller has the option to upload his own license terms as part of the Listing Process to which the Term Sheet may be subject.

8. LIABILITY FOR USER CONTENT

8.1. Content Arena is not liable for the correctness, quality, completeness, reliability, type and category or the credibility of Listings or content posted by Registered Users. Nothing in any Listing shall represent an expression of opinion by Content Arena. Content Arena does not, in particular, adopt any Registered User’s Listing and/or content as its own.

8.2. Content Arena shall not be obliged to monitor Listings, content and/or other actions of the Registered Users or to look for circumstances which might point to illegal activities of Registered Users, but may do so at its sole discretion, including if there is any specific evidence of any illegal activities in this regard.

8.3. After notification of infringements of any Registered User, Content Arena will evaluate the infringements and may deactivate or delete Listings or any content thereof and/or the Company / User Account as set out in these GTC (see Clause 13).

9. LIMITATION OF LIABILITY AND INDEMNITY

9.1. Each Registered User and legal entity hereby warrants that (a) it has the legal right and full power and authority to enter into the User Agreement and to perform all its obligations hereunder, and that it has not and will not enter into any agreements inconsistent with the provisions hereof; (b) in the case of each legal entity, it is duly incorporated or registered under the laws of its jurisdiction of incorporation or registration; (c) in the case of each Registered User, it is duly authorized to enter into and bind the relevant legal entity to the User Agreement; and (d) it shall defend, indemnify and hold Content Arena harmless from and against any claims, costs, demands, proceedings or damages (including lawyers’ fees) arising out of any failure to comply with its obligations under the User Agreement.

9.2. Notwithstanding the above:

(a) Content Arena shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under the User Agreement; and

(b) Content Arena’s maximum aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the User Agreement shall be limited to a sum equivalent to any Commission Fee and any Subscription Fee paid to Content Arena during the twelve (12) months immediately preceding the date on which the claim arose.
The foregoing exclusions and limitations of liability shall apply to the extent permitted by any Applicable Law. Any further liability of the Content Arena is excluded. Nothing in the User Agreement excludes the liability of Content Arena in the event of death or personal injury caused by Content Arena’s negligence or for fraud or fraudulent misrepresentation.

9.3. Registered Users shall indemnify and hold harmless Content Arena and any of its related corporations (and their respective officers, directors, employees, agents, service providers and licensors) against all claims, liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Content Arena arising out of or in connection with any claim made against Content Arena by any Registered Users or third parties on the grounds that their rights have been infringed by the Listings and other content posted by Registered Users on the Platform or due to other usage of the Platform by the Registered User. The Registered User shall, in this regard, bear the costs of any legal defence required by Content Arena, including all court and lawyers’ costs.

9.4. Although Content Arena makes every effort to keep the Platform free from malware (such as viruses or Trojans), no guarantee can be given that the Platform does not contain viruses or other damaging elements. For his own protection, the Registered User will thus ensure that he has taken appropriate security measures and has conducted a state-of-the-art virus scan before downloading any content from the Platform.

10. DATA PROTECTION

Content Arena takes the protection of personal information of all users seriously. In order to protect personal information, Content Arena has established a Privacy Policy in accordance with best practices in the industry and applicable laws and regulations. Applying Users have to accept this Privacy Policy.

11. GRANTING OF USAGE RIGHTS

11.1. Subject to approval of the Registered User in each individual case, Content Arena may use the company logo of the legal entity which the Registered Users are representing as well as information contained in the Listing (including uploaded pictures) for its marketing purposes such as company presentations, communication on website etc. and in order to refer to the partnership in its external communications. The foregoing shall be in addition to and without prejudice to the rights of Content Arena set out in Clause 6.2.

11.2. Content Arena is, in addition, entitled to technically edit Registered Users’ Listing / content thereof in such a manner that such Listing / content can also be displayed on mobile devices or third- party software applications.

12. COPYRIGHT AND TRADEMARKS

Save as explicitly provided herein, nothing in the relationship between the Parties and in the User Agreement shall constitute or be construed as the transfer or grant to a legal entity or any Registered Users of any property right, software, license, or any other right or interest in any information, data or work product, and/or the Platform made available by Content Arena in the course of such relationship or in any Intellectual Property Rights owned by Content Arena or any of its affiliates (or their respective licensors).

13. DELETION OF LISTINGS & USER & COMPANY ACCOUNTS

13.1. In the event of specific indications that a Listing or its content breaches Applicable Law, third party rights, standards of public decency or the User Agreement, Content Arena may temporarily deactivate or delete the relevant Listing and the same shall apply in the event of insufficient quality of the Listing or in the event that the Listing contains incomplete, false or otherwise insufficient information (see Clause 6.8).

13.2. Furthermore, Content Arena may take the following measures if there are specific indications that a Registered User or its Listings or content thereof breaches Applicable Law, third party rights, standards of public decency or the User Agreement, or if Content Arena has any other justified interest, in particular to protect Registered Users from fraudulent activities:

(a) Issuing of warnings to Registered Users;

(b) Delaying of publishing Listings and other content;

(c) Limitation of use of Platform / Services;

(d) Temporarily Deactivate User / Company Accounts; and/or

(e) Delete User/Company Accounts.
Content Arena may take the same actions if the Registered Users provide false Registration Data, allow third parties access to their Company / User Accounts, cause significant damage to other Registered Users or Content Arena or if there is any other legitimate reason.

13.3. Content Arena reserves the right to deactivate or delete a Company and/or User Account which has not been fully completed or which is dormant, i.e. through which no action has been conducted, for a period of six (6) months.

13.4. Should a User and/or Company Account be deactivated or deleted, then the Registered User may not use the Platform and the Services (via the relevant User and/or Company Account or any other User and/or Company Accounts). Re-registration by such Registered User under a new / false name is prohibited.

14. CONTRACT PERIOD

14.1. The User Agreement will remain in effect for an indefinite period of time, unless terminated in accordance with the provisions of the User Agreement. Subject to Clause 14.2, Content Arena on the one part or a legal entity / Registered User on the other part may terminate the User Agreement at any time by giving the other thirty (30) days’ written notice of such termination. The foregoing shall be in addition to and without prejudice to the right of Content Arena to block User and/or Company Accounts (see Clause 13).

14.2. Either Content Arena on the one part or a legal entity / Registered User on the other part (i.e. non-defaulting Party) may terminate the User Agreement with immediate effect by giving written notice to the other (i.e. defaulting Party) if:

(a) the defaulting Party fails to pay any sum due and payable under the User Agreement by the due date for payment;

(b) the defaulting Party breaches a material term of the User Agreement which is not capable of remedy or if capable of remedy has not been remedied within twenty (20) days after a notice in writing from the non-defaulting Party requiring such remedy; and/or

(c) to such extent permitted by Applicable Law, the defaulting Party applies for a moratorium on debts, or becomes insolvent or enters into any composition or arrangement with its creditors, or does anything which would make it liable to be put into liquidation, or if a resolution is passed or an application is made for the liquidation of the defaulting Party, or a receiver or statutory or official manager is appointed over all or any of the assets of the defaulting Party.

15. MISCELLANEOUS

15.1. No variation of the User Agreement shall be effective unless it is approved in writing by Content Arena.

15.2. Content Arena reserves the right to continuously work on, update, expand, limit or discontinue individual Platform features.

15.3. Content Arena reserves the right to revise the GTC at any time and without giving reasons. The revised terms and conditions will be sent to the Registered Users by email at the latest four weeks before they come into force. Should a Registered User not object to the validity of the new GTC within four weeks of receiving the email then the revised GTC will be deemed to have been accepted. Content Arena will, in the email containing the revised GTC, specifically make Registered Users aware that they have the option of objecting the acceptance of the GTC and inform them concerning the significance of the four (4) week deadline. Furthermore, any new GTC shall be confirmed by Registered Users when making a new Listing (see Clause 6.1).

15.4. If any provision of the User Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the User Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).

15.5. The User Agreement constitutes the entire agreement between the Parties in respect of the subject matter hereof and supersedes and cancels all previous agreements, negotiations, commitments and writings between the Parties in respect of the subject matter hereof.

15.6. In the event that any term of the User Agreement is held to be in violation of any Applicable Law, the same shall be deemed to be deleted from the User Agreement and shall be of no force and effect, and shall remain in full force and effect as if such term had not originally been contained in the User Agreement.

15.7. Content Arena’s failure to exercise or delay in exercising a right or remedy provided by the User Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of any other right or remedy available to Content Arena. Content Arena‘s rights and remedies provided by the User Agreement are cumulative and not exclusive of any other right or remedy available to Content Arena by law.

15.8. Time shall not be of the essence in relation to Content Arena‘s performance of the Services. Time shall be of the essence in relation to any sums due and payable by a Registered User to Content Arena.

15.9. A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any term of the User Agreement.

15.10. Nothing in the User Agreement shall constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties.

15.11. Content Arena may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the User Agreement. The Registered User shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the User Agreement without the prior written consent of Content Arena.

15.12. Notwithstanding anything to the contrary herein, Content Arena shall not be in breach of the User Agreement nor liable for delay in performing or failure to perform, any of its obligations under the User Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, strikes, lockouts, labour disputes, epidemics, pandemics, infectious diseases, global health or other life-threatening emergencies, wars, terrorist acts, riots, civil commotion, fires, earthquakes, storms, typhoons, floods, breakdowns in electronic or computer information or communications systems, or any law, ordinance, rule or regulation (including government directives, advisories, orders, quarantines and/or curfews). In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

15.13. The Registered User agrees to perform all such acts and things and/or to execute and deliver all such documents, as may be required by law or as may be necessary for giving full effect to the User Agreement and securing to Content Arena the full benefit of the rights, powers and remedies conferred upon Content Arena by the User Agreement.

16. GOVERNING LAW AND JURISDICTION

16.1. The User Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.

16.2. The Parties irrevocably agree that the courts of Singapore shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the User Agreement or its subject matter or formation.