GENERAL USER TERMS & CONDITIONS
Content Arena Ltd.
These General User Terms and Conditions (hereinafter “GTC”) including the Privacy Policy and the Commission Terms (hereinafter together “User Agreement”), set out the terms for the contractual relationships between Content Arena Ltd. (hereinafter the “Content Arena”), registered under UK laws and having its registered office at 11 Maybourne Court 12-14 Monmouth Rd, London W2 5SB, United Kingdom, with the UK Company No. 15803834 and represented by its company director(s), and Registered User(s) in connection with the use of the Content Arena’s Platform.
1. PRELIMINARY REMARKS
1.1. Definition for these GTC:
“Applicable Law” means all applicable laws, regulations, regulatory license conditions, and the relevant regulatory authorities’ directions, rules, standards, guidance and codes of practice;
“Applying User” means an individual representative of a legal entity who is applying for a User Account as per Clause 3.3.;
“Audiovisual Betting Rights” means the audio-visual rights to the Program and/or content as configured by Seller in his Listing;
“Bidding Method” means the sales method chosen by Seller under which the Listing is an invitation to Registered Users to submit offers for the acquisition of the relevant Audiovisual Betting Rights listed;
“Bidding Process” means the process that is conducted by Registered Users who intend to acquire Audiovisual Sports Betting Rights that are sold through a Bidding Method;
“Bundle Listing” means Listings for a bundle of Territories as configured it the Sales Bundle Process;
“Buyer(s)” means Registered Users who intent to acquire, acquire and/or have acquired Audiovisual Betting Rights via the Platform or who have signed a License Agreement as licensee;
“Company Account” means the account on the Platform assigned to a legal entity to which User Accounts are assigned;
“Consideration” means all money, monies such as License Fees and Technical Fees or other non-monetary benefits which Seller shall receive form a License Agreement excluding VAT (if applicable);
“Digital Signature” means the of a Registered User that he generates through making a binding offer and/or conclude a binding License Agreement by approving and confirming.
“License Agreement” means a license agreement regarding Listings or parts hereof;
“License Fee” means any monetary consideration that is payed or payable to Sellers for the grant of Audiovisual Betting Rights;
“Licencing Terms & Conditions” means the specific terms and conditions determining the full and conclusive License Agreement between the Buyer(s) and Seller(s) for a specific Program, whereas a Buyer will enter into different, unconnected License Agreement when buying (different) programs form different Sellers in one process.
“Listing” means listing of Audiovisual Betting Rights to a Program that the Seller has configured on the Platform for sale;
“Listing Process” means the process of generating the Listing;
“Messaging Tool” means the tool on the Platform that allows an interaction between Registered Users;
“Platform” means the (web-)site and trading services that can be accessed and/or used by Registered Users through https://contentarena.com and its related (web-)sites, services and tools operated by Content Arena, related to Audiovisual Betting Rights;
“Promotion Right” shall have the meaning as stipulated in Clause 11.1.
“Registration Data” shall have the meaning as stipulated in Clause 4.1.
“Registration Data” shall have the meaning as stipulated in Clause 4.1;
“Registered User” means an individual representative of a legal entity who (i) has successfully registered to the Platform and who (ii) has concluded a User Agreement with Content Arena by accepting these GTC;
“Seller(s)” means Registered Users who intent to offer, offer and/or have offered Audiovisual Betting Rights via the Platform or who have signed a License Agreement as licensor that is subject to a Service Fee as per Clause 5;
“Service Fee” means the consideration due to Content Arena as per Clause 5.1;
“Services” means the services provided and conducted by Content Arena on the Platform and as further specified in these GTC;
“Sports Media Rights” means the audio-visual rights to the Program as configured by Seller in his Listing, including any and all Audiovisual Betting Rights;
“Technical Fee” means any consideration received by Content Arena or Licensee directly for the delivery of the content in order to exploit the Audiovisual Betting Rights;
“Term Sheet” means the summary of key commercial and legal terms
“Territory” means the territory for which Listings are created and for which the specific Audiovisual Betting Rights is available for sale;
“User Account” means an account on the Platform for Registered Users in which personal data of a Registered User are stored and through which a Registered User may use the Platform. For the avoidance of doubt, any User Account is assigned to a Company Account prior to being able to conclude any binding acquisitions, sales or other transactions.
“User Deactivation Period” means the time period for which Listing remain valid and effective, although the Registered User has deactivated the Listing (see Clause 6.5).
1.2. Any general terms and conditions of Registered User’s which deviate from these GTC will not apply unless the Content Arena expressly consents to them.
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 Sport 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 Service, Content Arena also regularly promotes Listing 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 Content Arena also generates and provides the pricing of the Program, based on standard market values for comparable items as well as it’s continuous market assessments. Content Arena also processes, invoices and collects any and all Consideration for and on behalf of the Seller(s), by use of selected payment solutions and service providers.
2.3 Content Arena furthermore provides the technical interfacing and processing of the integration of any and all Programs sold/acquired via the Platform, as suitable for and pre-aligned and agreed with the respective Buyer(s), for an on behalf of the Seller(s). The Program will be produced and provided by the Seller(s) as pre-aligned and agreed with the respective Seller(s).
2.4 Listings are published on the Platform’s marketplace and can be seen and accessed by all Registered Users. Furthermore, Sellers and Buyers can only enter into a License Agreement directly through the Platform by way of electronically (online) agreeing to and confirming the respective Licencing Terms & Conditions.
2.5 Content Arena does 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 among the Sellers and Buyers. Content Arena generates a License Agreement in accordance with the Listing which intends to cover the common constellations for license agreements regarding Audiovisual Betting Rights. A respective Term Sheet shall be provided by Content Arena upon request only.
2.6 Content Arena shall not be responsible and 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.
2.7 The Use of the Platform by Registered Users shall always be subject to Applicable Law and the adherence to the User Agreement.
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 then validates every application request as per Clause 4.3 and - if successfully validated – sends an email to the Applying User confirming the application. Applying Users then can initiate the Company and/or User Account by accepting the GTC, the Privacy Policy and the Commission Terms.
3.2 The activation of the User Account constitutes the conclusion of the User Agreement as a legal binding contract between the Registered User and Content Arena that sets out the terms for the use of the Platform/the Services, i.e these GTC.
3.3 Registration of a Company Account must be carried out by an authorized representative of a legal entity. A registration as 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 to and any actions/or omissions of Registered User will be ascribed to the legal entity to which the Company Account is assigned to. Multiple User Accounts may be assigned to a Company Account as long as each representatives is registered/attributed under a specific Company Account and have accepted the GTC, the Privacy Policy and the Commission Terms. If a Company Account through which an Applying User wishes to use the Platform is already existing, Content Arena will approach the Registered User(s) who are/is already assigned to the Company Account to validate the prospective Applying User. If the Registered User confirms the Applying User to be a legal 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 (legal binding) actions on behalf of the Company Account.
3.5 Applying Users have no claim whatsoever towards Content Arena for conclusion of a User Agreement. 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 per 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 and/or User Agreement without 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 have no claim whatsoever to technical standards and availability of the Platform. Content Arena may temporarily limit the access to Services and/or the Platform due to capacity limits, server security updates and/or other tasks and measures such as maintenance work.
3.7. If a Registered User has been temporarily blocked (see clause 13), the Company and/or User Account has been deactivated (see Clause 3.5) or the User Agreement has been terminated by Content Arena (see Clause 13), then the Registered User(s) may (no longer) use the Platform (also not via other Company and/or User Accounts). Deactivation or termination will have no effect on the validity of License Agreements between Buyer and Seller which have already been concluded via the Platform and any corresponding Commission FeeService Fee.
4. USER ACCOUNT
4.1. Only Registered Users can use the Platform. Registration process consists of several steps in which the following information (hereinafter “Registration Data”) must be provided as following:
In the first step, the Applying User provides Content Arena with the Registration Data on as set out on the Platform:
By clicking the “Save and continue Create Account”-Button Applying User submits this Registration Data to Content Arena. 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 Data is validated, Applying User will receive an Email with a “Registration”-Link.
In a separate steps, to be able to buy/sell and enter into a License Agreement, the Registered User will need to further register a respective Company Account and will be asked to file an application request on the Platform by filling out the application respective form. The Applying User will then be asked to provide additional Registration Data as required for any transaction and set out on the Platform..:
4.2. The Registration Data must be provided 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. This applies in particular also to the winding up of a company and its insolvency or liquidation.
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 authorises 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 group companies, and other organisations (for example: credit registers, regulatory bodies, law enforcement agencies, etc.). Content Arena undertakes to use the Registration Data always in accordance with Content Arena’s Privacy Policy.
4.4 Content Arena reserves the right (i) to issue a Company and/or User Account subject to certain preconditions (e.g. payment of outstanding Service Fees) at its sole discretion as well as (ii) to deactivate or delete a Company and/or User Account as per Clause 13.
4.5 Content Arena cannot fully verify the correctness and completeness of the information and data including the Registration Data provided by applicants and/or Registered Users and is not liable for the incorrectness or incompleteness of such data.
4.6 Users must treat access data (incl. 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 Content Arena messaging tool is designed to facilitate the sales process, and ensure that any deals in negotiation adhere to and are protected under our GTC. It also makes it easy to follow up conversations, find specific information and, if required, ask for Content Arena assistance. We cannot provide these benefits if the User takes the conversation with other Registered Users offline. This can be done only in instances when the deal is already agreed, and further offline communication is needed for project execution (sharing transmission details or invoices, for example).
5. SERVICE FEE
5.1. Registered Users agree that any License Agreement(s) may entail a Service Fee due to Content Arena for the use of the Platform/the Services to be paid by the Seller of a License Agreement.
The Service Fee is due for any transactions, i.e.
License Agreement between the Licensor and Licensee concluded on/via the Platform.
5.2 The Registers Users with a fully validated Company Account shall be informed of the Service Fee applicable to the Consideration (License Fee, and/or other considerations) agreed in the License Agreement plus VAT (if applicable) and shall be paid by Seller to Content Arena after receipt of a proper invoice as per Clause 5.3. Any Technical Fees, especially, but not limited to any traffic consumption costs, shall be processed for and on behalf of the Seller(s) and Buyer(s), to whom (the latter) they will be invoiced in addition to any Consideration.
5.3 Content Arena will issue an invoice to Seller in accordance with its regular payment processing schedule. Although the Service Fee is effective with signature of the License Agreement and in accordance with the payment schedule of the License Agreement, Content Arena may not enforce its claim to a Service Fee at its sole discretion in case Seller has not received a payment and Seller can prove to have taken serious measures to enforce the payment obligation of Buyer under the relevant License Agreement. In this case Seller shall (i) transfer all outstanding payment claims against the Buyer to Content Arena up to an amount of the Service Fee due and (ii) provide Content Arena with all other necessary assistance and documents that enables Content Arena to enforce the payment against Buyer.
5.4 Unless longer payment periods are approved by Content Arena the payment of the Service Fee shall be effected within 14 days from the date of invoice without cost and without any deduction to the account of Content Arena indicated on the invoice. Default in payment for more than 14 days constitutes a material breach of the User Agreement. Seller shall pay a late charge in an amount equal to 4% percent per annum of the unpaid Consideration (calculated in respect of the period during which the relevant payment was overdue), subject to the receipt of a respective payment reminder in which a payment deadline of 7 days is notified. Content Arena’s acceptance of any payment after this due date shall not constitute a waiver by Content Arena of any of its rights hereunder.
6. LISTING / FORBIDDEN CONTENT / RESTRICTIONS & OBLIGATIONS OF USE / OBJECTIONS
Listing(s)
6.1. In order to sell Audiovisual Betting Rights on the Platform every Registered User can create a Listing. For this, the Registered User is required to generate an Event Description, a Right Configuration, setting the Rights Specification, Production Details and Commercial Terms as pre-aligned with Content Arena and submitting his Digital Signature and confirm the terms and conditions of the License Agreement (Licensing Terms & Conditions) by clicking the “Submit” button as follows (hereinafter “Listing Process”):
● “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.
● “Rights Configuration” in which the Seller configures the Program to which the Audiovisual Betting Rights to be sold refer to and in which Seller choose the rights category to be sold;
● “Setting of Rights Specification and Production Details” in which the selected rights categories are specified and the production details are set;
● “Setting the Commercial Terms” in which the Seller defines contract relevant terms (i.e. Expiry Date, Company Address, Place of jurisdiction and Applicable law);
● With the submission of a Digital Signature and to click the “Submit” button the registered User confirm the Listing and (once again) the User Agreement (including the GTC, including the Privacy Policy and the Commission Terms).
6.2. If the Registered User completed the Listing Process as per Clause 6.1., the Listing will be published on the Platform. Without disclosing the Registered User, information of the Listings may also be integrated into Content Arena’s newsletter and any other digital or non-digital publications of Content Arena (such as website 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. Users may only create Listings if they are the sole and authorized owner/ licensor the offered Audiovisual Betting Rights. Simultaneous multiple posting of a single Listing is forbidden. Furthermore, Sellers warrant and guarantee that the Listings do not infringe any third- party rights.
Deactivation of Listing(s) by Registered Users
6.5. Registered User(s) may deactivate or delete the Listing at any time at their sole discretion as long as their does not exists an active Offer for the Listing. Accordingly should the Seller wish to deactivate or delete the Listing, Seller shall reject all active offers for such Listing first.
Forbidden Content
6.6. Each User is responsible for the Listing and for compliance with all legal regulations. Posting of Listings on the Platform which infringe current law, the User Agreement including these GTC and/or third- party rights - in particular trademark, copyright rights - or transgress 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, the posting of following content is prohibited:
● Posts including pornographic content or content liable to corrupt kids or youths;
● Posts of a hate-related nature or including content from anti-constitutional organizations;
● Abusive criticism or insults;
● Advertising for illegal content such as software cracks, serial numbers; download sources or instructions on how to use illegal software;
● Executable programmes which contain viruses or Trojans;
Restrictions & Obligations of Use
6.8 SellerBuyer may and shall only exploit the purchased Program(s) on any platform(s) and in territories, for which the Seller’sBuyer’s company, and/or the brand(s) it operate under, holds a valid and applicable sports online betting license.
Objections to Listing(s) made via the Platform
6.9 In case of insufficient quality of the Listing or in case the Listing contains incomplete, false or otherwise insufficient information, Content Arena reserves the right (i) to object to upload Listings and/or (ii) to deactivate or delete these Listings from the Platform.
6.10 Content Arena reserves the right to deactivate or delete Listings without prior notice of specific indications that the Listing/its contents infringe Applicable Law, third party rights, standards of public decency or the User Agreement as per Clause 13.1.
7. CONCLUSION OF LICENSE AGREEMENT BETWEEN USERS
7.1 tThe publishing of the Listing by Seller constitutes an invitation to submit a legally binding offer by any Registered User (i.e. invitatio ad offerendum).
7.2 To submit a legally binding offer on a published Listing, Registered Users are required to enter a bid, to submit his Digital Signature, to confirm the 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 the License Agreement will concluded thereby.
7.3 In case the Buyer wishes to submit a different offer, the Seller can be contacted via the Platform and is invited to accept or decline the alternative (counter-)bid. The Seller is required to respond to the bid within 72 hours, otherwise, there is no guarantee that the offer will be upheld.
7.4 For the avoidance of doubt: Content Arena does 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).
8. LIABILITY FOR USER CONTENT & USE OF CONTENT
8.1. Content Arena is not liable for the correctness, quality, completeness, reliability, type and category or the credibility of the Listing or content posted by Registered Users or the use/exploitation of the Program(s). None of these represent an expression of opinion by Content Arena. Content Arena does not, in particular, adopt Registered Users’ Listing and/or content as his own.
8.2. Content Arena shall not be obliged to monitor Listings, content, the use/exploitation of Program(s) and/or other actions of the Registered Users or to look for circumstances which might point to illegal activities of Registered Users without there being specific evidence 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/content and/or the Company/User Account as per these GTC (see Clause 13).
9. LIMITATION OF LIABILITY AND INDEMNITY
9.1 The Parties hereby warrant that (i) they are fully entitled to enter into the User Agreement and to perform all its obligations, and that they have not and will not enter into any agreements inconsistent with the provisions hereof; and (ii) they shall defend, indemnify and hold the other Party harmless from and against any claims, costs, demands, proceedings or damages (including lawyers' fees) arising out of any failure to comply with their obligations under the User Agreement.
9.2 Notwithstanding the above, Content Arena shall not be liable to Registered Users, for any indirect or consequential loss or damage, and the maximum aggregate liability of Content Arena shall for any indemnity, loss or damage (including loss of profits) from all incidents per year be limited for each year to a sum equivalent to the Commission FeeService Fee due towards the respective Registered User. The foregoing exclusions and limitations of liability shall apply to the extent permitted by any mandatory Applicable Law. Any further liability of the Content Arena is excluded. This exclusion of liability does not apply in the event of injury to life, body or health.
9.3. Registered Users shall indemnify Content Arena from all claims which other Registered Users or third parties may assert against the Content Arena 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 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 at the statutory rate.
9.5. 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/her own protection the Registered User will thus ensure that it has taken appropriate security measures and has conducted a state-of-the-art virus scanner before downloading content.
10. DATA PROTECTION
Content Arena takes the protection of personal information of all Users seriously and use or keep it confidential. 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 Registered Users 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 (hereinafter “Promotion Right”). The right of Content Arena as per clause 6.2 shall remain unaffected.
11.2 Content Arena is, in addition, entitled to technically edit Registered Users’ Listings / content in such a manner that it can also be displayed on mobile devices or by or third- party software applications.
12. COPYRIGHT AND TRADEMARKS
12.1. Save as explicitly provided herein, nothing in the business relationship between the Parties and this User Agreement shall constitute or be construed as the transfer or grant to Registered Users for 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 the business relationship to Registered Users or in any trademarks or other intellectual property rights owned by Content Arena or any of their subsidiaries.
13. DELETION OF LISTINGS & USER & COMPANY ACCOUNTS
13.1. In the event of specific indications that the Listing/or its content breaches Applicable Law, third party rights, standards of public decency or the User Agreement (including these GTC), Content Arena may temporarily deactivate or delete the relevant Listing (see also Clause 6.8). Same shall apply in case of insufficient quality of the Listing or in case the Listings
13.2. Furthermore, Content Arena may take the following measures if there are specific indications that a Registered User or its Listings/content breaches Applicable Law, third- party rights, standards of public decency or the User Agreement (including these GTC), or if the Content Arena has any other justified interest, in particular to protect Registered Users from fraudulent activities:
● Issuing of warnings to Registered Users;
● Delaying of publishing Listings and other content;
● Limitation of use of Platform / Services;
● Temporarily Deactivate User/Company Accounts
● 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 Content Arena reserves the rights to deactivate or delete a Company and/or User Account which have not been fully completed or through which no action has been conducted for period a six month.
13.5 Should a User and/or Company Account be deactivated or deleted, then the Registered User may not use the Platform/the Services, also not via another User and/or Company Accounts. Re- registration under a new/false name is prohibited.
14. CONTRACT PERIOD
14.1 The User Agreement is concluded for an indefinite period of time. The Parties may terminate the User Agreement at any time at any time with a period of notice of thirty (30) days to the end of the month. The right of Content Arena to block User and/or Company Accounts (Clause 12) remains unaffected.
14.2 Any Party may extraordinary termination of the User Agreement with immediate by written notice to the Licensee if:
● the other 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 party not in breach requiring such remedy;
● the other Party breach 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 Party not in breach requiring such remedy;
● the other 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 any Party, or a receiver or statutory or official manager is appointed over all or any of the assets of any Party.
15. MISCELLANEOUS
15.1. Content Arena reserves the right to continuously work on, update, expand, limit or discontinue individual Platform features.
15.2. Content Arena reserves the right to revise the GTC at any time and without giving reasons. Users will be informed of the The revised GTC 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 information email, 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-week deadline. Furthermore, any new GTC shall be confirmed by Registered Users when making a new Listing (see Clause 7.1.).
15.3. 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).
15.4. The User Agreement contains 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 hereto in respect of the subject matter hereof.
15.6. In case of a legal dispute between the Parties and also in case of a legal dispute between a Party and a third party regarding the scope of this User Agreement, the Parties shall make best efforts to solve the issue mutually and in good faith before entering into legal proceedings
16. GOVERNING LAW AND JURISDICTION
16.1. This User Agreement and any dispute or claim arising out of, or in connection with, the subject matter, existence, validity, formation or termination of this User Agreement (also including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with English law, to the exclusion of private international laws. For these purposes, each party irrevocably submits to the jurisdiction of the English courts.