Exhibit 10.11


 


SOFTWARE LICENSE AND SUPPORT AGREEMENT 28/09/2020


 


These Terms of Software License and Support Agreement
("LICENSE AGREEMENT") are entered into on by and between:


 


Ana Karamanova, on behalf of Galaxy Group Ltd
a limited liability company duly incorporated and acting under and in accordance with the laws of the British Virgin Islands, with registration
number 1920862, having its principal place of business at lntershore Chambers, Road Town, Tortola, British Virgin Islands ("SOFTWARE
PROVIDER")


 


And


 


ESEG Limited, a Belize company having its principal
place of business at 9 Barrack Road, Belize City, Belize ("LICENSEE").


 


for Products and Services, regarding the license
and operating support of the Galaxy Group software described herein and subject to the terms and conditions described herein.


 


	I.	DEFINITIONS:



 


1.               
"Software" is defined as the Galaxy Group eSports betting software and data feed products supplied under this Agreement
and any and all modifications thereof or upgrades thereto which perform the functions and/or achieve the objectives of LICENSEE's online
gambling venture.


 


2.               
"Hardware" is defined as any computer, server, person digital assistant or other such device which performs computer
functions and or sends or receives data, including all related equipment on which the Software is run


 


3.               
"Network" is defined as an aggregation or interconnection of computers or Hardware, or any other devices which may
perform the functions of data communication, computation or storage, where such interconnection is by cable, wireless communication or
any other means which permits the passage of machine-readable information among two or more such devices; Network shall include without
limitation any publicly accessible communications systems capable of digital and/or analog communications, which systems may be generally
known as the Internet, the World Wide Web, or other designation.


 


	II.	LICENSE GRANT:



 


a.               
Scope. This Agreement shall be binding to all LICENSEE's affiliates and assigns of any such entities regardless of whether
such succession arises out of merger, acquisition or reorganization. Notwithstanding the foregoing, Software may be used by any end user
for purposes of supporting products or obtaining services provided by LICENSEE to such End User.


 


b.               
Grant. SOFTWARE PROVIDER hereby grants and agrees to grant to LICENSEE transferable, nonexclusive license to use, and maintain
the Software on Computers and Networks pursuant to the scope of use and as otherwise defined under the terms of this Agreement and the
Schedules. LICENSEE pays in exchange for the particular rights to the Software and in favor of SOFTWARE PROVIDER a setup fee and monthly
Royalty fee, as described in Exhibit A. Legal title to the Software provided under this agreement shall remain in SOFTWARE PROVIDER as
its sole property subject to LICENSEE's rights specified in this agreement. LICENSEE agrees not to resell, duplicate or disclose Software
in whole or in part or for the use of any third party or affiliate, including LICENSEE franchise owners without paying in full all fees
described in Exhibit A, and receiving written consent from SOFTWARE PROVIDER for each separate occasion.


 


SOFTWARE PROVIDER agrees to provide the additional
services, with priority development and integration, to the LICENSEE, outlined in Exhibit A


 


 


 






    	 	1	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


 


	III.	IP OWNERSHIP



 


a. Ownership of Intellectual
Property.


 


Unless otherwise agreed in writing, all tools,
equipment, materials, drawings, computer software, documents or data of every description furnished to LICENSEE by SOFTWARE PROVIDER and
any replacement thereof, or any materials affixed or attached thereto shall be and remain the personal property of SOFTWARE PROVIDER.
Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by SOFTWARE
PROVIDER as being the intellectual property of Galaxy Group LTD. by an appropriate clear marking.


 


SOFTWARE PROVIDER shall keep confidential all
drawings, specifications, computer software and other data provided by LICENSEE and shall not divulge or use, directly or indirectly,
such drawings, specifications, computer software or data to or for the benefit of any other party without obtaining LICENSEE's prior written
consent and any required Government authorization when needed. This provision shall not apply to information in the public domain otherwise
than as a result of a breach of this provision, nor shall it limit any rights the Government may have in such drawings, specifications,
computer software, or other data.


 


	IV.	DELIVERY, TESTING AND ACCEPTANCE Inspection:



 


Inspection:


 


a. All goods and services
that the SOFTWARE PROVIDER will deliver to the LICENSEE prior to final acceptance


 


b. All integrations and
services as outlined per milestone and launch dates, in Exhibit B


 


c. All goods or services
shall be subject to inspection and test by the LICENSEE to the extent practicable at all times and places during the performance of this
order including the period of manufacture or development, and in any event prior to final acceptance by the LICENSEE.


 


d. If any inspection
or test is made, SOFTWARE PROVIDER without additional charge, shall provide all reasonable facilities, access and assistance for the convenience
of the inspectors/testers in the performance of their duties.


 


e. Final acceptance or
rejection of the goods or services shall be made as promptly as practical prior to launch date.


 


	V.	SOFTWARE PROVIDER REPRESENTATIONS AND WARRANTIES



 


a.               
Licensed Software Limited Warranty


 


SOFTWARE PROVIDER warrants that Licensed Software
will perform substantially as described to LICENSEE. If LICENSEE should determine during the 60 day warranty period from the effective
date of this Agreement that a Licensed Software fails to perform substantially in such a manner, LICENSEE's remedy, in addition to other
remedies that may be available to LICENSEE, shall be either replacement of the Licensed Software or 50% cash refund under this agreement
by LICENSEE for the right to use the Licensed Software. LICENSEE will deliver all copies of defective Licensed Software with associated
Documentation to SOFTWARE PROVIDER in order to exercise its right to the remedies stated above. SOFTWARE PROVIDER does warrant that the
functions contained in Licensed Software will meet LICENSEE's particular requirements. SOFTWARE PROVIDER does not warrant that the operation
of the software will be uninterrupted or error free, provided however, in no event will the Licensed Software be deemed to be fully installed
and accepted until any standards for acceptance testing that may be specified by LICENSEE have been met.


 


b.               
Code Integrity Warranty


 


SOFTWARE PROVIDER warrants that the Licensed Software(s)
contain no known "computer viruses" or "time bombs" as those terms are commonly understood in the information processing
industry which SOFTWARE PROVIDER by means of reasonable inspection should have detected in the normal course of quality control and testing.
Specifically, SOFTWARE PROVIDER warrants that the Licensed Software contain no known code or instructions (including any code or instructions
provided by third parties) that may be used to access, modify, delete, damage, or disable any computer associated equipment computer programs,
data files or other electronically stored information operated or maintained by LICENSEE or SOFTWARE PROVIDER at LICENSEE'S request.


 


 









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	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


 


c.               
Documentation Warranty


 


Any Documentation furnished as part of Licensed
Software hereunder shall be furnished in English. If at any time such original Documentation is revised or supplemented by additional
Documentation thereupon SOFTWARE PROVIDER shall deliver to LICENSEE copies of such revised or additional Documentation free of cost. LICENSEE
shall have the right to reproduce all Documentation supplied hereunder provided such reproduction shall be solely for the use of LICENSEE.


 


d.               
Maintenance and Support


 


SOFTWARE PROVIDER will provide the necessary maintenance,
support and updates to keep the Network running seamlessly at all times at the costs described in Exhibit A. In the event that LICENSEE
requires additional software customization, graphic design, or any type of software development, that is beyond the description and requirements
of the Licensed Software as negotiated at the time of execution of this license agreement, then such customization, design or development
shall be negotiated and incorporated by reference as an amendment to this Agreement between SOFTWARE PROVIDER and LICENSEE.


 


		VI.	General Representations and Warranties:



 


SOFTWARE PROVIDER represents and warrants that:


 


a. All information that
it has submitted heretofore and contemporaneously is true and accurate in every material respect;


 


b. SOFTWARE PROVIDER
represents and warrants that it is the sole owner of the Licensed Software, or has procured the Licensed Software under valid licenses
from the owners thereof from any third party owner or security interest holder, to use intellectual property in conjunction with the provision
of the Licensed Software and/or services under this Agreement. SOFTWARE PROVIDER further represents and warrants that it has full power
and authority to grant the rights herein granted without the consent of any other person.


 


c. The Software and services
delivered or performed shall be in accordance with the highest generally accepted standards of the profession existent at the time the
Software and Services are delivered or performed.


 


It is hereby acknowledged that SOFTWARE PROVIDER
may obtain certain products and services and elements of or to be integrated in the Software, or any part thereof, under license from
third party providers, including without limitation casino, virtual sports, payment methods and gateways, affiliate system casino, data
providers and any additional products as further detailed in Annex A. Such products and services shall be provided to the LICENSEE subject
to and in accordance with, and the LICENSEE shall use such elements in full compliance with the terms and conditions prescribed to SOFTWARE
PROVIDER by its third party providers, as shall apply from time to time (the "Third Party Products"). SOFTWARE PROVIDER will
provide to LICENSEE any terms and condition, or modifications thereof, prescribed to SOFTWARE PROVIDER for use of Third Party Products


 


The LICENSEE acknowledges that the Third Party
Products are subject to specific fees as specified in Annex B.


 


SOFTWARE PROVIDER acknowledges and agrees to provide
integration of the Third Party Products throughout the Term (to the extent such is technically and commercially feasible), or as otherwise
mutually agreed in writing (including via email) by the Parties.


 


SOFTWARE PROVIDER will, to the fullest extent
possible and on a back to back basis, extend to the LICENSEE the warranties provided to SOFTWARE PROVIDER under the agreement entered
between it and a Third Party Products provider, provided and subject to the following cumulative conditions: (i) SOFTWARE PROVIDER's liability
in respect of any such warranties shall be limited to the lesser of (after deduction of applicable legal fees:)(a) the cap of limitation
of liability provided under the agreement entered between it and a Third Party Product provider; or (b) the actual payment recovered by
SOFTWARE PROVIDER as a result of the damages; and (ii) the damages paid by SOFTWARE PROVIDER to the LICENSEE under this Agreement shall
be calculated on a pro-rated basis to the damage(s) incurred by SOFTWARE PROVIDER's relevant client(s) using a Third Party Product and
actually affected by the relevant breach, provided that the LICENSEE claimed its damages no later than six (6) months from the date the
liability arose."


 


 









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	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


 


		VII.	TIME AND PLACE OF INSTALLATION



 


a. Software Provider
shall install the Software at the address set forth in Paragraph C.


 


b. The Software shall
be deemed accepted by LICENSEE on successful completion of Software checkout by Software Provider at the time of installation.


 


c. The Software will
be installed solely on one Internet domain name as follows:


 


		·	GoGawi



 


		·	GoGawi.com



 


		VIII.	TERM & TERMINATION



 


a. This Agreement shall
commence on the Commencement Date and shall continue for a period of 12 months, renewable thereafter for successive periods of six months
until terminated by either party giving not less than 60 days' notice to the other party in writing at any time after the initial term.


 


b. Either party may terminate
this Agreement forthwith on giving notice in writing to the other party if the other party commits a material breach of this Agreement
and, in the case of a breach capable of being remedied shall have failed within 30 days after the receipt of a request in writing from
the first party to do so, to remedy the breach.


 


c. Termination of this
Agreement however caused shall not affect any rights of action or remedy of either party under this Agreement which may have accrued up
to the date of termination


 


d. On termination of
this agreement LICENSEE will have 90 days to promptly return all of Software Provider’s proprietary data, and shall erase from all
computer storage and computer storage devices any image or copies of the Software. SOFTWARE PROVIDER will support LICENSEE through the
90 day migration period to a new provider for all live sites using the Software.


 


		IX.	DATABASE



 


SOFTWARE PROVIDER shall perform processing of
Personal Data of an End User as a Data Processor to LICENSEE in accordance with this Agreement and the Data Processing Addendum, attached
as Exhibit E ("Data Protection Addendum"). The LICENSEE shall be fully responsible to obtain any and all required consents and
permits from the End Users and, if required from the applicable Data Protection Authority for processing in accordance with this Agreement
and the Data Protection Addendum.


 


If SOFTWARE PROVIDER incurs any damages or is
subject to any claims as a consequence of its obligations as Data Processor of the End User Personal Data in accordance with the Agreement
or the Data Processing Addendum ["Data Protection Claim(s)"], except arising out of or in connection with a breach by SOFTWARE
PROVIDER of the Data Processing Addendum or Software Providers negligence or mistake, the LICENSEE shall, notwithstanding any limitation
of liability contained herein, indemnify and hold SOFTWARE PROVIDER harmless from all such claims, costs or damages that may arise as
a consequence thereof up to the amount of 100 EUR per impacted data record.


 


If LICENSEE incurs any damages or is subject to
any claims as a consequence of a breach by SOFTWARE PROVIDER of its obligations under the Data Processing Addendum solely due to its fault,
SOFTWARE PROVIDER shall indemnify LICENSEE from all such claims, costs or damages that may arise as a consequence thereof up to the amount
of100 EUR per impacted data record. Notwithstanding the foregoing, SOFTWARE PROVIDER’S total aggregate liability arising out of
or in connection with this Section 11.3 shall in no circumstances exceed a maximum of €400,000throughout the Term.


 









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	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


Without derogating from the above, it is hereby
clarified that the LICENSEE shall be the sole owner of the database of names and contact information of the End Users managed through
the LICENSEE.


 


		X.	MISCELLANEOUS



 


a.               
Public Release of Information:


 


No public release of information regarding this
Agreement (including, without limitation, photo graphs, films, announcements and denials or confirmations of the placing of this order)
shall be made without the prior written approval of SOFTWARE PROVIDER.


 


b.               
Notices.


 


a. All notices sent or
required to be sent by virtue of this Agreement shall be sent to the addresses mentioned above in the preamble to this Agreement or to
the following email addresses


 


FOR THE SOFTWARE PROVIDER: apeach@esportstechnologies.com
and bbarden@esportstechnologies.com


 


FOR THE LICENSEE: sales@ultraplay.co


 


b. All such notices should
be in writing and sent by personal delivery, facsimile, standard express delivery or electronic mail return receipt requested.


 


c. Any such notice will
be deemed to have been received if sent by any of the means stated above and return receipt signed by a representative of either Party.


 


d. If either Party changes
its address as set forth in the Preamble of this Agreement, a written notice of such change in address shall be communicated by a written
notice.


 


c.               
Amendment.


 


SOFTWARE PROVIDER may amend the Licensed Software
Privacy and Data Policy, or any other policy applicable to the Licensed Software, from time to time by posting an amended version at its
website and sending LICENSEE written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice
(the "Proposed Amendment Date") unless LICENSEE first gives SOFTWARE PROVIDER written notice of rejection of the amendment.
In the event of such rejection, this Agreement will continue under its original provisions (unless LICENSEE first terminates this Agreement
pursuant to Section IX above). LICENSEE's continued use of the Service following the effective date of an amendment will confirm LICENSEE's
consent thereto. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives
of each party. Notwithstanding the foregoing, Provider may amend the Privacy Policy at any time by posting a new version at its website
and sending LICENSEE notice thereof, and such amended version will become effective 15 business days after such notice is sent.


 


d.               
No Agency Agreement.


 


Neither party is the agent of the other nor may
bind the other in any way, expressed or implied.


 


e.               
No Waiver.


 


 


 









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	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


Neither party will be deemed to have waived any
of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative
and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach
of this Agreement.


 


f.                
Force Majeure.


 


To the extent caused by force majeure, no delay,
failure, or default will constitute a breach of this Agreement.


 


g.               
Assignment & Successors.


 


Neither party may assign this Agreement or any
of its rights or obligations hereunder without the other's express written consent, except that either party may assign this Agreement
to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement
will be binding upon and inure to the benefit of the respective successors and assigns of LICENSEE.


 


h.               
Attorney's Fees


 


Should either party be required to seek the services
of an attorney to enforce its rights under this agreement, the prevailing party in such action shall be entitled to recover reasonable
attorney's fees, legal costs, and other collection fees and costs incurred by that party in connection with the suit or claim.


 


i.                 
Choice of Law & Jurisdiction.


 


This Agreement will be governed solely by the
internal laws of the state of Nevada.


 


j.                 
Severability.


 


To the extent permitted by applicable law, the
parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.
In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to
fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue
in full force and effect.


 


k.               
Entire Agreement.


 


This Agreement sets forth the entire agreement
of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter
hereof. Neither party has relied upon any such prior or contemporaneous communications.


 


IN WITNESS WHEREOF, the Parties and signatories
execute this Agreement on the dates mentioned above in the Preamble to this Agreement.


 


 


 


	
    By:

     

    

    Signature:  /s/ Keith Williams

     

    Licensee: ESEG Limited

     

    Name: Keith Williams

     

    Title: Member

     
	
    By:

     

    Signature:  /s/ Ana Karamanova

     

    Software Provider: Galaxy Group Ltd.

     

    Name: Ana Karamanova

     

    Title: Director

     



 


 


 









    	 	6	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


 



EXHIBIT A

PURCHASE PRICE

PAYMENT METHOD AND SCHEDULE


 


 


Purchase Price Specifications:


 


	S.N	Particulars	Amount
	1.	
    Whitelabel Setup

     

    Price Total

     

    On signing

     

    Within three (3) working days of execution of this Agreement

     

    On Launch

     

    Within three (3) working days of the official launch
    date
	
     

     

    €[***] ([***] EUR)

     

    €[***] ([***] EUR)

     

     

     

    €[***] ([***] EUR)

	2.	
    Monthly Royalty fee

     

    <[***]EUR GGR

     

    [***]<[***] EUR GGR

     

    [***]<[***] GGR

     

    [***]+GGR

     

     

    Monthly minimum payment

     

    The operator

     

     

    pays either Royalty or minimum payment, whichever is greater
	
     

     

    [***]%

     

    [***]%

     

    [***]%

     

    [***]%

     

     

    €[***] ([***] EUR) *waived for the first month
    or in any negative month within a 12 month period after €[***] is paid to SOFTWARE PROVIDER

	3.	
    Additional Site Discount

     

    The SOFTWARE PROVIDER will provide a minimum discount
    of [***]% to above fees for additional affiliated sites that the LICENSEE operates in addition to the ones named in Vll.c above

     
	Floor of [***]% Discount to above referenced rates



 


 












    	 	Exhibit A	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


 


	4.	
    Included Development Services

     

    The SOFTWARE PROVIDER will provide the following additional
    services, as the LICENSEE’s business requirements dictate over the term

     

    1.       Stand-Alone
    Instance of Software, to allow for additional data, odds and market integrations
	
    1.       No additional
    charges, for setup, All Hardware and IT costs are the responsibilities of the LICENSEE

     

     

    2.

	5.	
    Trading Team Collaborations

     

    The SOFTWARE PROVIDER will provide a minimum of 5
    hours a week of support and access to internal resources to work with LICENSEE internal trading and odds modeling team to optimize and
    customize the LICENSEE's risk management settings and profile
	No additional charge
	6.	
    Managed Customer Service

     

    The SOFTWARE PROVIDER will provide 24/7 technical
    and trading services as part of the software license services. The SOFTWARE PROVIDER will commit to the SLA and process outlined in Annex
    F
	No additional charge
	7.	
    Audited Results Reporting Support

     

    The SOFTWARE PROVIDER will provide potential custom
    reporting and copies of all GLI or other certification testing, in conjunction with the LICENSEE's reporting requirements to list and
    remain listed on a public stock exchange
	No additional charge
	8.	[***] Integration Fees	EUR [***]


 


 


Royalty fee is calculated on a monthly
basis using the following formula for GGR:


 


Formula: Total Losing Bet Volume-
(Total Winning Bet Volume + Bonuses up to [***]% of total turnover)* Royalty % = Monthly fee due


 


 


 












    	 	Exhibit A	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


EXHIBIT B

3rd Party Software and Integration Schedule


 


 


	3rd Party Product	Integration  Timeline Commitment
	
     

    Ecommerce Visa/MC Support Primary  

     

    Provider--
    [***]  

     

    Provider
    --[***]  
	
     

    Targeted for Initial
    Launch and Acceptance, pending [***]integration support.

     

    [***] For Initial
    Launch and Acceptance

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    Cryptocurrency Deposit and Wallet  

     

    --[***]  
	
     

    For Initial Launch and Acceptance

	
     

    Skins Payment and Wallet  
	
     

    +1 Month from Launch and Acceptance Date based on investigation

	
     

    [***]  
	
     

    +1 Month from Launch and Acceptance Date

	
     

    [***]  

    **Integration Partner**  
	
     

    On or Before +2 Months from Launch and Acceptance Date

	
     

    [***]  
	
     

    On or Before +2 Months from Launch and Acceptance Date

	
     

    [***]  
	
     

    +1 Month from Launch and Acceptance Date

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    [***]  
	
     

    +1 Month from Launch and Acceptance Date

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    [***]  
	
     

    For Initial Launch and Acceptance

	
     

    [***] Wallet
    and Microsite  

    Integration  
	
     

    +1 Month from Launch and Acceptance Date




 


 















    	 	Exhibit B	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 







	
     

    [***] Casino
    Integration  

     

    1.       Existing margin and
    cost through Ultraplay Integration

     

    2.        Direct Integration
    with GoGawi
	
     

    1.       For Initial Launch and Acceptance

     

    2.       +1
    Month from Launch and Acceptance Date

	
     

    Integration with Tableau for Data and

    Reporting
	
     

    For Initial Launch and Acceptance

	
     

    Browser Bet Extension
	
     

    TBD, per technical discussion




 


 


 


 


 















    	 	Exhibit B	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 




EXHIBIT C

SUPPORT AND MAINTENANCE SERVICES


 


 


Definitions


 


The following terms shall have the meanings given
below. Capitalized terms used herein but not specifically defined herein shall have the meanings attributed to such terms in the Agreement
to which this Service Level Agreement is attached (the "Main Agreement”).


 


Availability and Availablehave the meanings
set out in Section 3.1 of this SLA.


 


Business Hoursmeans Monday to Friday, 10:00
AM -19:00 PM Bulgarian local time


 


	Critical Incident	
    means an incident that has rendered the Software
    and Services totally non-functional. These issues are system-wide and have a broad and direct effect.

     

    ·       
    Critical Incident fulfils at least one of the following criteria:

     

    ·       
    Software and Services are completely unavailable. Complete failure of End Users to log in, register, play, and/or deposit or cash
    out (i.e. withdrawal)

     

	Downtime	has the meaning set out in of this SLA
	Emergency Maintenance	means downtime of the Software and Services due to the application of urgent patches or fixes, or other urgent maintenance.
	Incident	means a Critical Incident, Major Incident or Mino Incident
	Initial Response	means a response provided by the support personnel of SOFTWARE PROVIDER that does not necessarily include a Solution of the Incident
	Major Incident	means an incident that has rendered the Software and Services partially usable with some features and functions non-functioning but not preventing End Users or other users from use of Software and Services or depositing money
	Minor Incident	means any incident that has no impact on the usability of the Software and Services whereby End Users or other users are generally not prevented from using the  Software and Services.
	Off-Peak Hours	means time from 19:00 Bulgarian time to 10:00 Bulgarian
	SLA	means this Service Level Agreement
	Solution	means actions and procedures, which circumvent or overcome the impact of the Incident; Solutions may not provide a final and full solution to the Incident
	Support Services	means support services to be provided under this SLA
	Unscheduled Downtime	has the meaning set out in Section 3.3 of this SLA


1.1            
Support Services


 


SOFTWARE PROVIDER hereby undertakes to supply
the Support Services to the Merchant incompliance with applicable professional and industry standard, sin order to maintain the Software
and Services operational and to enable End Users or other users to use the Software and Services throughout the Term of the Main Agreement.


 


 


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 



Service Level -Availability


 


1.2            
Definition of Availability


 


Availability for Software and Services shall be
calculated on a monthly basis.


 


"Availability" is expressed as a percentage
and is measured according to the following definition (and "Unavailability" or "Downtime" shall be construed accordingly;
i.e., any time the Software and Services are not Available): Software and Services shall be considered to be “Available" provided
it is functional, free of any Critical Incident and available to be accessed and utilised.


 


Availability shall be calculated in accordance
with the following formula:


 


where:


 


= Availability


 


= the total number of minutes in the respective Month


 


= the total number of minutes of Unscheduled Downtime in the respective
Month


 


S= the total number of minutes of Scheduled Downtime in the respective
Month


 


C = the total number of minutes when system have defects category Critical


 


F= total number of minutes when system is down due to Force Majeure
events (including network issue of third parties service providers).


 


1.3            
Software and Services Availability


 


SOFTWARE PROVIDER shall operate and maintain the
Software and Services and make them available and fully functional to the Merchant and the End Users and/or other users as further set
out herein.


 


Total cumulative Unscheduled Downtime of Software
and Services in any one (1) Month period will not cause Availability to fall below 99.5% (ninety nine point five percent).


 


1.4            
Unscheduled Downtime


 


Subject to the exceptions listed below, "Unscheduled
Downtime" is time when the Software is Unavailable as defined under Section 3.1 above.


 


The following shall not be considered Unscheduled
Downtime


 


(a)             
Scheduled Downtime as defined in Clause 3.4 below;


 


(b)             
Downtime of the Software and Services caused by an act or omission of the Merchant or any third party acting on the Merchant’s
behalf (including but not limited to, the Merchant's agents, contractors, vendors or affiliates;)


 


(c)             
Circumstances resulting from Force Majeure Event;


 


 


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 



(d)             
Denial of service attacks at the hosting facility or any other SOFTWARE PROVIDER, the Merchant or third party facilities directly
or indirectly involved in support, maintenance or operation of the Software and Service, provided that SOFTWARE PROVIDER has deployed
industry standard methods to prevent denial of service attacks; or


 


(e)             
Interruption caused by third party system failure where Software and Services are integrated for log-in authorization, fund transfer,
or other activities rely on the third party system for their normal operations.


 


(f)               
Any downtime resulting due to regulatory concerns.


 


(g)             
Ultraplay scheduled maintenance cycle every 3 weeks; estimated total time is 3 hours per cycle


 


1.5            
Scheduled Downtime


 


SOFTWARE PROVIDER shall be entitled to conduct
scheduled maintenance requiring downtime for any Module and its operation (referred to as "Scheduled Downtime"). SOFTWARE PROVIDER
shall endeavour to notify the Merchant of any Scheduled Downtime at least seven (7) days in advance SOFTWARE PROVIDER shall endeavour
that such Scheduled Downtime will occur during Off-Peak Hours. Total duration of Scheduled Downtimes will not exceed four (4)hours per
month.


 


1.6            
Emergency Downtime


 


SOFTWARE PROVIDER shall use commercially reasonable
efforts to conduct Emergency Maintenance requiring downtime for any Module during Off-Peak Hours (as defined above) upon providing the
Merchant with reasonable prior notice by email, if feasible, to one of the following contacts:


 


(i)               
[***];


 


(ii)              
[***];


 


(iii)             
[***]


 


Total duration of emergency downtimes will not
exceed 1.5 hour per Month.


 


Support Availability and Contacts


 


1.7            
The Merchant shall provide End Users with level 1 (basic) support which shall consist of all End User enquiries to be provided
by the Merchant support staff.


 


1.8            
SOFTWARE PROVIDER' service centre will operate as a help-desk to receive all Incident reports and service calls, which will be
available 24 hours a day, 365 days a year. There will at all times be an appropriately qualified support specialist ("Support Specialist”)
on call to deal with Critical and Major Incidents. The service centre may be contacted by telephone or by e-mail, as follows:


 


(a)             
1st tier contact- office hours Monday to Friday 8 am -6 pm (Bulgarian time):


 


Telephone: [***]


Email address: [***]


Skype live: [***]


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


(b)             
2nd tier contact - outside the office hours set out above:


 


On call: senior support technician


 


Mobile: [***]


Email [***]


Skype live: [***]


 


1.9            
The service centre shall be available to provide Support Services for Critical and Major Incidents 24 hours a day, 365 days a year.
All other Support Services will be available during Business Hours only.


 


1.10          
The service centre shall have the following roles and responsibilities:


 


(a)             
act as the single point of contact for all issues concerning Support Services;


 


(b)             
be responsible for providing status reports of open service tickets and for following up on open issues;


 


(c)             
in case the support specialist manning the help-desk cannot provide the required information or assistance he/she will make sure
some other relevant person from SOFTWARE PROVIDER will provide such service.


 


(d)             
Provide technical support for all SOFTWARE PROVIDER products, including without limitation:


 


		·	All End User queries



 


		·	System status



 


(e)             
Escalation to 3rd tier and 4th tier (e.g. account managers, relevant technical contacts at SOFTWARE PROVIDER, and support teams
for the Third Party Products) support to handle application related incidents and provide solutions or workaround.s3rd and 4th tier support
will have necessary expertise to support incidents, provide solutions or workarounds and includes, without limitation:


 


		·	Full stack developers



 


		·	End to end knowledge of the SOFTWARE PROVIDER platform and offerings



 


Invoking Support Services


 


1.11          
Upon detection of any Incident, the Merchant shall contact the service centre by e-mail, or any other agreed communication format
notified in advance by the Merchant, using the contact details set out in Section 4.2 above. The Incident report shall include, in addition
to all the details set out in Section 5.2 below, the name of the Merchant representative who shall function as SOFTWARE PROVIDER's single
point of contact for the Incident reported and who shall work with the Support Specialist and provide all cooperation and assistance reasonably
required in order to enable SOFTWARE PROVIDER to resolve the Incident quickly and efficiently. After submission of the Incident report
via email, Merchant may also call the service centre using the telephone numbers listed above.


 


1.12          
The Merchant shall provide the service desk with a report of the Incident, including its recommendation as to whether it should
be classified as a Critical Major or Minor and any additional information available to the Merchant and reasonably requested by the Support
Specialist, including, without limitation, the circumstances in which the Incident arose and the time the Merchant became aware of it.


 


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


1.13          
Upon receipt of such report, the Support Specialist shall assign to the report one of the Incident Categories. It is hereby clarified
however that SOFTWARE PROVIDER shall be entitled to change the Incident Category upon notification to the Merchant and considering the
then current circumstances of the Incident allows for such change.


 


Incident Resolution


 


1.14          
No Incident shall be considered closed unless Merchant and SOFTWARE PROVIDER have reasonably agreed that it is solved.


 


1.15          
The following Solution and resolution times shall apply:


 


	Incident Category	Initial Response	Solution
	Critical - the respective Software and/or Service is down	Within 15 minutes	Constant work until a Solution is available and the respective part of the Software and/or Service is Available
	Major	Within 30 minutes	
    Constant work until a Solution is available

     

    Final resolution in no more upon than 48 hours following a Solution
    was found.

     

	Minor	2 Business Day	Use commercially reasonable efforts to implement the final resolution on a timeline depending on the nature of the incident


 


 


1.16          
In cases where SOFTWARE PROVIDER fails to meet the foregoing resolution time it will provide the Merchant with the following compensation:


 	Availability (A)	compensation
	
     

    99.5% > A

     

    99.0%

     
	
     

    [***]% of the License Fees of the respective month

	
    99.0% > A

     

    97.8%
	
     

    [***]% of the License Fees of the respective month

	
    97.8% > A

     

    96.2%
	
     

    [***]% of the License Fees of the respective month

	96.2%>A	
     

    [***]% of License Fees and this Failure shall be also
    considered immaterial breach of the Main Agreement.






 


Such compensation shall be the sole and exclusive
remedy to which Merchant be entitled in such case of unavailability.


 


Production Incident Flow. SOFTWARE PROVIDER will
follow the process identified below for production related incidents: (SAMPLE)


 


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


24/7 live technical and trading support provided through skype.


 


		•	LICENSEE
representative reports the issue in the created group chat
		•	depending
on the type of the issue, SOFTWARE PROVIDER's customer support representative creates a work task and describes the issue and gives the
needed level of priority based by the SLA outlined in this section
		•	resolution
of the issue is being provided or update of when the resolution will be applied




 


Email support


 


		•	issues,
upgrades or future tasks can also be escalated through email: product@ultraplay.co
		•	representative
acknowledges the receipt of the request and gives the priority based by the SLA outlined in this section
		•	further
updates to the task will also be provided through email (ETA, difficulty or more information required)




 


SLA Reporting


 


1.17          
SOFTWARE PROVIDER will provide the Merchant with the following reports on actual operation of the Software upon its reasonable
demand


 


(a)             
Availability repor.t Contains Software availability statistics (Availability of all Modules, Emergency Maintenances - number and
duration, Scheduled Downtimes - number and duration)


 


(b)             
Incident report. Contains statistics on Incidents related to the Software for last month and for current year to date.


 


End to End Service Management Workflow.


 


1.18          
Documentation for changes made to the SOFTWARE PROVIDER Software will be made available to Merchant as soon as commercially practical.


 


1.19          
Production issues and incident lifecycle changes will be managed in Jira, which Merchant shall have access to.


 


1.20          
If a production service issue requires a change to the SOFTWARE PROVIDER system, the SOFTWARE PROVIDER appointed account manager
will communicate with Merchant to create and implement the following as soon as commercially reasonable:


 


Long term solution


 


Development guidelines


 


Infrastructure improvements


 


Monitoring improvements


 


1.21          
The SOFTWARE PROVIDER appointed account manager will be available for follow up weekly production forums and shall also include
as necessary technical operations, R&D management and IT management.


 


 


















    	 	Exhibit C	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 



EXHIBIT E

DATA PROTECTION ADDENDUM


 


This Data Processing Addendum ("Addendum")
forms an integral part of the License Agreement ("Agreement”) between (a) Esports Technologies ("LICENSEE") and (b)
(i) SOFTWARE PROVIDER and applies to the extent that SOFTWARE PROVIDER processes Personal Data, or has access to Personal Data, on behalf
of the LICENSEE, in the course of its performance under the Agreement.


 


LICENSEE shall qualify as the Data Controller,
as this term is defined under Data Protection Legislation. SOFTWARE PROVIDER shall qualify as the Data Processor, as this term is defined
under Data Protection Legislation.


 


All capitalized terms not defined herein shall
have the meaning set forth in the Agreement.


 


Definitions


 


1.1            
"Approved Jurisdiction" means a member state of the EEA, or other jurisdiction as may be approved pursuant to the applicable
Data Protection Legislation as having adequate legal protections for data by the European Commission


 


1.2            
"Breach Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.


 


1.3            
"Data Protection Legislation" means any and/or all applicable domestic and foreign laws, rules, directives and regulations,
on any local, provincial, state or deferral or national level, pertaining to data privacy, data security and/or the protection of Personal
Data, including the Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC(and respective
local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector
(Directive on privacy and electronic communications, including any amendments or replacements to them, including the Regulation (EU) 2016/679
of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data ("GDPR)".


 


1.4            
"Data Controller", "Data Processor", "Data Subject”, "Personal Data”, "Process"
and "Processing" shall have the meanings ascribed to them in the Data Protection Legislation.


 


1.5            
"EEA" means those countries that are member of the European Economic Area.


 


1.6            
"Security Measures" mean commercially reasonable security-related policies, standard, sand practices commensurate with
the size and complexity of SOFTWARE PROVIDER's business, the level of sensitivity of the data collected, handled and stored, and the nature
of SOFTWARE PROVIDER's business activities.


 


1.7            
"Standard Contractual Clauses" mean the standard contractual clauses for the transfer of personal data to data processors
established in third countries adopted by the European Commission Decision C(2010)593.


 


1.8            
"Sub-Processors" mean any Affiliate, agent or assignee of SOFTWARE PROVIDER that may process Personal Data pursuant to
the terms of the Agreement, and any unaffiliated processor engaged by SOFTWARE PROVIDER.


 


Compliance with Laws


 


1.9            
Each Party shall comply with its respective obligations under the Data Protection Legislation.


 


1.10          
SOFTWARE PROVIDER shall provide reasonable cooperation and assistance to LICENSEE in relation to SOFTWARE PROVIDER's processing
of Personal Data in order to allow LICENSEE to comply with its obligations as a Data Controller under the Data Protection Legislation.


 


















    	 	Exhibit E	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 



1.11          
SOFTWARE PROVIDER agrees to notify LICENSEE promptly in writing if it becomes unable to comply with the terms of this Addendum
and take reasonable and appropriate (but in no event less than industry-standard) measures to remedy such non-compliance.


 


1.12          
Throughout the duration of the Addendum, LICENSEE agrees and warrants that:


 


(a)             
Personal Data has been and will continue to be collected, processed and transferred by LICENSEE in accordance with the Data Protection
Legislation;


 


(b)             
the processing of Personal Data by LICENSEE, as well as any instruction to SOFTWARE PROVIDER in connection with the processing
of the Personal Data ("Processing Instructions”), has been and will continue to be carried out in accordance with the relevant
provisions of the Data Protection Legislation;


 


(c)             
the LICENSEE has provided the Data Subjects with an adequate and accessible notice, in accordance with Articles 13 and 14 of the
GDPR, with respect to the processing of Personal Data and transfer of Personal Data pursuant to the Addendum;


 


(d)             
the LICENSEE has obtained the relevant consents and permissions as necessary under Data Protection Legislations, or otherwise relives
on other lawful grounds under Data Protection Legislations (including without limitation any lawful grounds required in order to comply
with the Processing Instructions and those purposes detailed herein;)and that


 


(e)             
the LICENSEE is solely responsible to exercise any and all rights of Data Subjects, in accordance with Articles 13-22 of the GDPR.


 


Processing Purpose and Instructions


 


1.13          
The duration of the processing under the Agreement is determined by the parties, as set forth in the Agreement.


 


1.14          
SOFTWARE PROVIDER shall process Personal Data only to deliver the Services in accordance with the LICENSEE's written Processing
Instructions (unless waived in a written requirement,) the Agreement, the Data Protection Legislation and Exhibit A. which is attached
herein and incorporated herein by reference. Unless permitted under the Agreement or this Addendum, SOFTWARE PROVIDER shall not otherwise
modify, amend, disclose or permit the disclosure of any Personal Data to any third party unless authorized or directed to do so by LICENSEE.


 


1.15          
SOFTWARE PROVIDER will not use Personal Data for any use other than as expressly provided in the Agreement or this Addendum. Processing
any Personal Data outside the scope of the Agreement will require prior written agreement between SOFTWARE PROVIDER and LICENSEE by way
of written agreement, and will include any additional fees that may be payable by LICENSEE to SOFTWARE PROVIDER for carrying out such
instructions.


 


1.16          
Notwithstanding the foregoing SOFTWARE PROVIDER shall be entitled to use the Personal Data for statistical and financial purposes
provided however that any personal attributes shall be removed from such Personal Data or otherwise if such Personal Data is maintained
on an aggregated basis. The use will be disclosed to Licensee.


 


Reasonable Security and Safeguards


 


1.17          
SOFTWARE PROVIDER represents, warrants, and agrees to use Security Measures (i) to protect the availability, confidentially, and
integrity of any Personal Data collected, accessed, used, stored or transmitted by SOFTWARE PROVIDER in connection with this Agreement,
and (ii) to protect such data from Breach Incidents.


 


1.18          
The Security Measures are subject to technical progress and development and SOFTWARE PROVIDER may update or modify the Security
Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the
Services purchased by LICENSEE.


 


















    	 	Exhibit E	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


1.19          
SOFTWARE PROVIDER shall take reasonable steps to ensure the reliability of its staff and any other person acting under its supervision
which has access to and processes Personal Data. SOFTWARE PROVIDER shall ensure that persons authorized to process Personal Data have
committed themselves to be bound by obligations of confidentiality or are under an appropriate statutory obligation of confidentiality.


 


1.20          
LICENSEE is responsible for using and configuring the Services in a manner which enables LICENSEE to comply with Data Protection
Legislation, including implementing appropriate technical and organizational safeguards and measures.


 


Breach Incidents


 


1.21          
Upon becoming aware of a Breach Incident, SOFTWARE PROVIDER will notify LICENSEE without undue delay. SOFTWARE PROVIDER will use
reasonable endeavors to assist LICENSEE in mitigating, where possible, the adverse effects of any Breach Incident.


 


Cooperation and Assistance


 


1.22          
If SOFTWARE PROVIDER receives any requests from individuals or applicable data protection authorities relating to the processing
of Personal Data under the Agreement, including requests from individuals seeking to exercise their rights under EU Data Protection Law,
SOFTWARE PROVIDER will promptly redirect the request to LICENSEE, but in no event more than five (5) Business Days from receipt of said
request. SOFTWARE PROVIDER will not respond to such communication directly without LICENSEE's prior authorization, unless legally compelled
to do so. If SOFTWARE PROVIDER is required to respond to such a request SOFTWARE PROVIDER will promptly notify LICENSEE and provide LICENSEE
with a copy of the request unless legally prohibited from doing so.


 


1.23          
If SOFTWARE PROVIDER receives a legally binding request for the disclosure of Personal Data which is subject to this Addendum,
SOFTWARE PROVIDER shall (to the extent legally permitted) promptly notify LICENSEE upon receipt of such order, demand or request, but
in no event more than two (2) Business Days from receipt of such order, demand, or request. It is hereby clarified however that if no
such response is received from LICENSEE within three (3) Business Days (or otherwise any shorter period as dictated by the relevant law
or authority), SOFTWARE PROVIDER shall be entitled to provide such information.


 


1.24          
Notwithstanding the foregoing, SOFTWARE PROVIDER will reasonably cooperate with LICENSEE with respect to any action taken by it
pursuant to such order, demand or request, including ensuring that confidential treatment will be accorded to such disclosed Personal
Data.


 


1.25          
Upon reasonable notice, SOFTWARE PROVIDER shall provide reasonable assistance to LICENSEE in:


 


(i)               
allowing Data Subjects to exercise their rights under the Data Protection Legislation, including the right of access, right to
rectification erasure ("right to be forgotten"), data portability or object to the processing;


 


(ii)              
ensuring compliance with any notification obligations of Breach Incidents to the supervisory authority and communication obligations
to Data Subjects, as required under Data Protection Legislation;


 


(iii)             
ensuring LICENSEE's compliance with its obligation to carry out Data Protection Impact Assessments ("DPIA") or prior
consultations with data protection authorities with respect to the processing of Personal Data. Any assistance to LICENSEE with regard
to DPIA or prior consultations will be solely at LICENSEE's expense.


 


Use of Sub-Processors


 


1.26          
LICENSEE provides a general consent to SOFTWARE PROVIDER to engage with onward Sub-Processors, provided that SOFTWARE PROVIDER
has entered into an agreement with the Sub-Processor containing data protection obligations that are at least as restrictive as the obligations
under this Addendum (to the extent applicable to the services provided by the Sub-processor).


 


 


















    	 	Exhibit E	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 



1.27          
SOFTWARE PROVIDER will be responsible for any acts, errors or omissions by its Sub-Processors that may cause SOFTWARE PROVIDER
to breach any of its obligations under this Addendum.


 


Transfer of EEA resident Personal
Data outside the EEA


 


1.28          
SOFTWARE PROVIDER may transfer and process Personal Data of residents of the EEA or Switzerland outside the EEA ("Transfer"),
only subject to the following:


 


(i)               
The Transfer is necessary for the purpose of SOFTWARE PROVIDER carrying out its obligations under the Agreement;


 


And


 


(ii)              
One (or more) of the following applies:


 


1.       The
Transfer is to an Approved Jurisdiction;


 


2.       The
Transfer is subject to appropriate safeguards (for example, the Privacy Shield as referred to in the COMMISSION IMPLEMENTING DECISION
(EU) 2016/1250of 12 July 2016 pursuant to Directive 95/46/EC of the European Parliament and of the Council on the adequacy of the protection
provided by the EU-U.S. Privacy Shield, or other applicable frameworks);


 


3.       LICENSEE
and SOFTWARE PROVIDER will sign the Standard Contractual Clauses.


 


4.       The
Transfer is in accordance with any of the exceptions listed in the Data Protection Legislation. SOFTWARE PROVIDER will inform LICENSEE
which exception applies to each Transfer and will assume complete and sole liability to ensure that the exception applies.


 


Data Retention and Destruction


 


1.29          
SOFTWARE PROVIDER will only retain Personal Data for as long as Services are provided to LICENSEE in accordance with this Agreement.
Following expiration or termination of the Agreement, SOFTWARE PROVIDER will delete or return to LICENSEE all Personal Data in its possession
as provided in the Agreement except to the extent SOFTWARE PROVIDER is required by applicable law to retain some or all of the Personal
Data (in which case SOFTWARE PROVIDER will implement reasonable measures to prevent the Personal Data from any further processing.)The
terms of this Addendum will continue to apply to such Personal Data in perpetuity.


 


1.30          
Notwithstanding the foregoing, SOFTWARE PROVIDER shall be entitled to maintain Personal Data following the termination of this
Agreement for statistical and/or financial purposes provided always that SOFTWARE PROVIDER maintains such Personal Data only on an aggregated
basis or otherwise after having removed all personally identifiable attributes from such Personal data.


 


General


 


1.31          
Any claims brought under this Addendum will be subject to the terms and conditions of the Agreement, including the exclusions and
limitations set forth in the Agreement.


 


1.32          
In the event of a conflict between the Agreement (or any document referred to therein) and this Addendum, the provisions of this
Addendum shall prevail.


 


















    	 	Exhibit E	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]


 






     


    

 


1.33          
SOFTWARE PROVIDER may modify the terms of this Addendum in circumstances such as (i) if required to do so by a supervisory authority
or other government or regulatory entity, (ii) if necessary to comply with Data Protection Legislation, or (iii) to implement or adhere
to standard contractual clauses, approved codes of conduct or certifications, binding corporate rules, or other compliance mechanisms,
which may be permitted under Data Protection Legislation.


 


SOFTWARE PROVIDER will promptly provide notice
of such changes to LICENSEE in writing, and the modified Addendum will become effective, in accordance with the terms of the Agreement.


 


1.34          
LICENSEE may audit SOFTWARE PROVIDER's compliance with this Addendum. For such audit, as reasonably requested by the LICENSEE,
SOFTWARE PROVIDER shall grant the LICENSEE access to its premises, to documents, and to personnel working at such premises, provided always
that (a) any such audits are performed no more than once every twelve month period; (b) any such audits are coordinated with SOFTWARE
PROVIDER at least thirty (30) days in advance; (c) the LICENSEE shall assume all costs related to such audits (including the cost of time
spent and materials of any member of SOFTWARE PROVIDER personnel assigned to monitor such audit;) (d) the LICENSEE shall procure that
any person or entity conducting such audit shall at all times comply with the confidentiality obligations as detailed in the Agreement
and this Addendum, and with the security policies and measures of SOFTWARE PROVIDER; and (e) the LICENSEE shall be fully liable for any
breach of such confidentiality undertakings or security policies and measures. SOFTWARE PROVIDER shall reasonably cooperate with the LICENSEE's
audits contemplated in this Section 10.4 of this Addendum.


 


 


 


 


 


















    	 	Exhibit E	 
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]