Terms and Conditions

Effective Date: September 03, 2024

Document Version: 1.0

1. INTRODUCTION

TECHCHALLENGE SRL is an esteemed Company of cutting-edge B2B online gambling solutions. These Terms and Conditions (hereinafter referred as to the “Terms”) govern the legal relationship between the TECHCHALLENGE SRL, the company incorporated and acting under the laws of Republic of Costs Rica under registration number 3-102-913277, having its registered address at Ernesto Rohrmoser Blvrd., Sabana Business Center, 12th Floor, San José, Republic of Costa Rica (hereinafter referred as to the “Company”, “we”, “us” or “our”) and its clients (hereinafter referred as to the “Client”, “you” or “your”) hereinafter collectively referred as to the “Parties” and separately as to the “Party”.

By engaging our Services, you acknowledge and agree to comply with and be bound by these Terms. These Terms constitute a legally binding agreement between the Company and the Client. We encourage you to read them carefully to ensure further fruitful cooperation under these Terms.

Under applicable law, by accepting these Terms our Clients have certain additional rights and obligations provided by the appropriate main contract, concluded between the Parties on the basis of the Terms. These Terms are in no way intended to restrict those rights and obligations, but to ensure their proper observance and clear understanding.

2. DEFINITIONS

For clarity, the following terms will have the meanings as defined herein:

Services: The specific online gambling platform (“Platform”) and associated online games, sportsbook (“Games”), verification tools for transaction monitoring, players' verification through sanctions/PEP lists, software, applications, features or functionalities related to the Platform (“Tools”), offered by the Company to the Clients, either in whole or in part.

Client: Any business entity that is legally incorporated and operates within the specific territory, where the Services are not prohibited, and engages with the Company to legally access, use, and integrate Services into their operations.

To avoid any doubt, our Clients can be only licensed gambling providers, which have all the necessary valid licenses or permissions for carrying out their gambling activities within the certain territory, have successfully passed all the compliance checks, and strictly comply with all requirements of current applicable law.

Users: End-users or end players who access or utilize the gambling offerings provided by the Client through the Services.

Regulatory Authority: The governmental body or organization responsible for enforcing laws and regulations on gambling within a given jurisdiction.

White-Label Services (White Labeling): means the Service under these Terms, granted by the Company to its Client, and available for rebranding by the Client and further offering to the Users as the Client’s own services or product. 

3. SCOPE OF SERVICES WE PROVIDE

Access to the Platform: Under these Terms the Company grants its Clients a limited, non-exclusive, non-transferable, revocable licenses to access and use the Services solely in the manner, within the territory, with the fees rates and for the period specified in the separate contract, concluded and signed between the Parties on the basis of these Terms, as the legal confirmation of Parties’ further mutual cooperation under this Terms.

Before entering into any contractual relationship under this Terms with any business entity which expressed its desire to become the Client to the Company and to use the Services under this Terms, the Company has the unlimited right to carry out various inspections, checks  or other procedures at its sole discretion, in order to ensure that the business entity is suitable enough to become the Client to the Company, as well as suitable for further provision of Services to such Client. If, as the result of any check as specified above, the Company have any reasons to consider the potential Client not suitable for making a partnership or for use the Company’s Services, the Company has the right to object to any proposal to become partners under these Terms and not enter into business relationship with such entity.

For avoiding any doubt, the Company saves the right at its own discretion not to explain the reasons for its decision regarding refusal of further cooperation with any of potential Clients under this Terms. But if the Company considers the potential Client to be a proper Client under these Terms, in this case the Parties mutually agree on the further conclusion and signing of the relevant contract based on these Terms.

The Client have the right to order the Services as in whole (as a full package of Services: the Platform filled with all Games the Company offers, as well as with all available tools, features and solutions hereto), and in part (for example, only the Platform and Tools separately from Games, or only some specific Games on Client’s discretion, etc., depends on Client’s preferences and needs).

Game Offering: The Company offers a variety of Games that may include but are not limited to: casino games, poker, sportsbook ect. and any future developments, offered by the Company. The Client acknowledges that Game offerings may evolve, and the Company will keep the Client informed regarding any significant updates, as well as regarding the list of Games available to order.

Integration and Customization: The Company may assist the Client with integration, customization, and White Labeling of Services as outlined in a separate contract concluded between the Parties under these Terms.

All the mutual agreements of the Parties related to the Services and its options ordered by the Client, as well as any financial and other terms not indicated in this Terms, shall be confirmed by signing the appropriate contract by both Parties.

Technical Support & Maintenance: We provide ongoing technical support of our Services, which includes regular software updates, patches, performance monitoring, and bug fixes. Services Support is available in accordance with the terms and conditions set forth in the corresponding contract concluded between the Parties.

4. HOW TO BECOME OUR CLIENT

If you want to become our Client and to use our Services, you should contact us at the following email: management@techchallenge.co and must be ready to provide us with all the necessary information and documentation that we can require to confirm your eligibility to become our Client.

Compliance with Laws & Regulations: Our Clients agree to fully comply with all relevant local, national, and international laws and regulations governing online gambling, data protection, anti-money laundering (AML), and counter-terrorism financing (CTF). It is the Clients' sole responsibility to ensure that their use of the Platform and Games complies with all applicable legal requirements within their operating jurisdictions.

Licensing Requirements: Our Client is required to obtain and maintain all necessary licenses, permits, and approvals to legally operate online gambling services in the jurisdictions where they intend to offer their Services. Company is not responsible for the Client’s failure to secure appropriate licensing.

Security & Risk Management: Our Client must implement and maintain adequate security protocols to safeguard the Platform, Games, Tools, and Users data from unauthorized access, cyberattacks, and other security threats. This includes, but not limited to, the use of encryption, anonymization (if needed), firewalls, secure passwords, and regular security audits.

Prohibited Activities: Our Client is strictly prohibited from using the Services on whole or Platform, Tools or Games separately, for any illegal, unethical, or unauthorized purposes, including but not limited to facilitating gambling in jurisdictions where it is illegal, engaging in fraudulent activities, or violating third-party rights. The Client agrees to indemnify and hold the Company harmless from any liabilities arising from such prohibited activities.

To avoid any doubt, by the following the Company assures that it does not provide its Services under this Terms to, and does not cooperate with any Clients who carry out the following activities:

  • Unlicensed Operations: Operating a gambling service without the necessary licenses and regulatory approvals.

  • Underage Gambling: Allowing individuals under the legal gambling age to participate in gambling activities.

  • Fraudulent Activities: Engaging in or facilitating fraudulent activities, including but not limited to using stolen identities, manipulating game outcomes, or creating false accounts.

  • Money Laundering: Engaging in, facilitating, or failing to prevent money laundering activities, including processing transactions designed to disguise the origins of illegal funds.

  • Collusion and Cheating: Allowing or failing to prevent collusion between players, the use of bots or automated software to gain an unfair advantage, or any other forms of cheating.

  • Unfair or Misleading Practices: Engaging in unfair, deceptive, or misleading practices, including offering bonuses with unreasonable or hidden wagering requirements.

  • Unethical Business Practices: Operating in a manner that is unethical, such as exploiting vulnerable individuals (e.g., problem gamblers), encouraging excessive gambling, or failing to promote responsible gambling.

  • Facilitating Terrorist Financing: Engaging in or facilitating transactions that could be used to fund terrorist activities or other illegal enterprises.

  • Illegal Cross-Border Gambling: Offering or facilitating gambling services in jurisdictions where such activities are illegal, including failing to block access from restricted regions.

  • Failure to Report Suspicious Activity: Failing to report suspicious transactions or activities to the relevant authorities as required by law.

  • Non-Compliance with Responsible Gambling Policies: Ignoring or violating responsible gambling policies, such as failing to implement self-exclusion options, not providing information on problem gambling support services, or allowing self-excluded players to gamble.

  • Any other activity strictly prohibited by the current laws.

Also the Company does not provide its Services to the Clients, that are residents of / located on / operating on / Users (end clients) of which are located on the territories of the following countries:

  • Australia, Austria, Comoros, France, Germany, Netherlands, Spain, The United Kingdom, The United States of America;

  • All FATF Blacklisted countries;

  • Any other jurisdictions deemed prohibited for the Company under the current laws of the Company's residence or local or international official governmental authority acts or orders, or under the current laws of other jurisdictions applicable to the Company and its Clients during their cooperation.

5. INTELLECTUAL PROPERTY RIGHTS

Ownership & Title: All intellectual property rights in and to the Services (Platform, Games, Tools software, documentation, and any related materials provided by the Company), including but not limited to copyrights, trademarks, patents, and trade secrets, are and shall remain the exclusive property of the Company or its licensors. No rights or interests in these intellectual properties are transferred to the Client except as expressly stated in these Terms or in the appropriate  separate contract signed by the Parties.

License Grant: Subject to the Client’s full compliance with these Terms and payment of all applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, and revocable license to use the Platform, Tools and Games solely for the purpose of operating the Client’s online gambling business during the term of the main contract concluded and signed between the Parties on the basis of this Terms.

License Restrictions: The Client shall not, directly or indirectly, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, distribute, or sublicense the Services, or any component thereof, unless expressly authorized in writing by the Company.

To avoid any doubt, in relation to the Services or any component thereof, the Client has no right to:

  • Distribute, redistribute, sell, lease, loan, assign, transfer, trade, rent, publish or sublicense, the Services, whether in full or in part, including copies thereof, to any third party; or

  • Download or make any copies of the Services; or

  • Disassemble, decode, reverse engineer, decompile or attempt or allow any other person to disassemble, decode, reverse engineer or decompile any copies of the Services, whether in part or in full, or otherwise translate or convert the Services or any part of it; or

  • Use, copy, modify, develop, produce, make, distribute, license, exploit or allow any other person to use, copy, modify, develop, produce, make, distribute, license, exploit any Service's derivative works, or any copy, adaptation, transcription, or merged portion of it; or

  • Operate the Services or any part of it for the benefit of or on behalf of any third party, including by way of application service provider services, internet service provider services, time sharing arrangements, outsourcing services or bureau services; or

  • Allow third parties to access or to use the Services, except for third parties specifically authorized in writing by the Company or its licensors prior to such access or use; or

  • Include any hate literature or any other obscene or objectionable material to the Services; or

  • Use the Services or any part thereof for any purpose, except as specifically allowed in this Terms or any additional contract between the Parties and in the course of its business activity and for marketing and promotional purposes.

Third-Party Software: The Services may include third-party software or any other components that are subject to separate licensing terms. The Client agrees to comply with all such terms and acknowledges that the third-party licensors retain ownership of their respective intellectual property rights.

6. PAYMENT TERMS

Fees: The Client agrees to pay all fees associated with their use of the Services, as detailed in the separate contract concluded between the Parties on the basis of these Terms. The Company reserves the right to revise its pricing at any time, with prior notice to the Client, unless otherwise stipulated by the relevant contract concluded between the Parties.

Invoicing & Payment: Payment terms, including invoicing, due dates, and methods of payment, will be defined in the separate contract between the Company and the Client.

Late Payments & Interest: Any late payment will incur fine or interest at the rate strictly defined in the separate contract between the Company and the Client.

Taxes: The Client is solely responsible for any federal, state, and local taxes or levies related to the payments made to the Company under these Terms.

7. CONFIDENTIALITY & NON-DISCLOSURE

Confidential Information: For the purposes of these Terms, "Confidential Information" includes any and all non-public, proprietary, or sensitive information disclosed by one Party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential. This includes, but is not limited to, business plans, technical data, customer lists, trade secrets, financial information, and software code.

Obligations: Under these Terms both Parties are obliged to maintain the confidentiality of the Confidential Information of each other and to use such information solely for the purpose of fulfilling their obligations under these Terms during the course of their relationship.

Disclosure Requirements: Neither Party shall disclose the other Party’s Confidential Information to any third party without prior written consent of the other Party, except to their employees, agents, or subcontractors who have a legal need to know and are bound by similar confidentiality obligations, as the relevant Party under these Terms.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of these Terms, (b) is rightfully received from a third party without breach of any obligation of confidentiality, (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information, or (d) is required to be disclosed by law or a court order, provided that the disclosing Party is given prior notice and an opportunity to contest such disclosure.

Duration of Obligation: The confidentiality obligations set forth in these Terms shall remain in effect during the period of 5 (five) years after the termination or expiration of the appropriate contract concluded between the Parties under these Terms.

8. INDEMNITY

Subject to these Terms, the Client will defend, indemnify and hold the Company and each of our officers, directors, shareholders, employees and agents harmless from and against any claim, cause of action, liability, expense, loss or demand, including-without limitation-reasonable legal and accounting fees, arising out of, or in any way connected with the Client’s breach of these Terms or the agreement made part of these Terms by reference, Client’s breach of the applicable laws, and Client’s use of or access to Services or the Intellectual Property Rights.

Neither the Company nor the Client shall be liable for any delay, violation or non-fulfillment of these Terms due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, pandemics, or governmental actions. For avoiding any doubt, the Company and its Client shall use their reasonable efforts to reach mutual agreements on the resolution of the above mentioned through negotiations, unless otherwise indicated in the corresponding contract concluded between the Company and its Client.

9. LIMITATION OF LIABILITY

The Company, to the extent permitted by law, hereby expressly exclude any responsibility and liability for (a) any direct loss or damages as the result of your use of our Services; death; loss; claim; act of god; accident; delay; or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including-without limitation-lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with: (i) any use of the Services; (ii) any failure or delay; or (iii) the performance or nonperformance of Services by us, even if we have been advised of the possibility of damages to such parties or any other party.

In any case, the Company’s possible total liability arising out of or in connection with these Terms and Services shall not exceed the total fees paid by the Client to the Company under the corresponding contract in the three (3) months preceding the event giving rise to the claim, but in total such total liability under these Terms can’t exceed the the amount of EUR 1 000.00 (one thousand euros) unless otherwise directly stipulated by the relevant contract concluded between the Parties under these Terms.

10. WARRANTIES & DISCLAIMERS

Performance Warranty: The Company warrants that the Services will perform substantially in accordance with the documentation provided, under normal use and circumstances, for the duration of the corresponding contractual agreement. The Company will use commercially reasonable efforts to ensure that the Services are available and operational as specified in the corresponding contract between the Parties.

Disclaimer of Warranties: Except as expressly provided herein, the Services are provided "as is" without any warranties of any kind, whether express, implied, or statutory. The Company does not guarantee specific business results or outcomes, or that the Services will be error-free, uninterrupted, or meet the Client’s specific requirements.

11. GOVERNING LAW, AMENDMENTS AND TERMINATION

Governing Law: These Terms and any dispute, claim, and/or controversy that in any way relates to or arises in connection with these Terms or the Client’s relationship with the Company regarding to the Services (“Dispute”) are governed by and shall be construed in accordance with the laws of Costa-Rica. Further, the Client and the Company agree to the exclusive jurisdiction of the state courts or arbitration located in Costa-Rica to resolve any Dispute, and waive any jurisdictional, venue, or inconvenient forum objections to such courts or arbitration. The language of court proceeding or arbitration shall be English.

Amendments and Changes: The Company may change these Terms at any time, at its sole discretion and without notice to the Client. The Clients are responsible for remaining knowledgeable about these Terms. The Client continued use of the Services constitutes its acceptance of any changes to these Terms and any changes will supersede all previous versions of the Terms. Unless otherwise specified herein or in the relevant contract between the Parties, all changes to these Terms apply to all Clients, including those enrolled before the date the changes take effect.

Termination: These Terms are effective as of the date the Client accepts them by signing the corresponding main contract concluded and signed between the Parties on the basis of the Terms, and shall remain in effect during the entire term of such contract.

Upon termination of these Terms, the Client shall immediately cease all use of the Services and return or destroy (at Company’s discretion) all copies of the Company's Confidential Information. Termination shall not affect the Client’s obligation to pay any outstanding fees or any other amounts owed to the Company, or any provisions of these Terms that are intended to survive termination.

12. SEVERABILITY, WAIVER AND ASSIGNMENT

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by the Company or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Company's or the applicable third-party beneficiary's right to do so.

If the Company fails to act with respect to its breach, the Company is not waiving its right to act with respect to future or similar breaches. If a court or arbitration finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable. These Terms, together with those agreements made a part of these Terms, make up the entire agreement between the Parties relating to the Services and replace any prior understandings or agreements (whether oral or written) regarding the Services, before the main contract under these Terms is mutually concluded and signed between the Parties.

The Company may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You as the Client may not assign these Terms, in whole or in part, nor transfer or sublicense your rights under these Terms to any third party if the other is not provided by the appropriate contract concluded between the Parties under these Terms.

UNSOLICITED MATERIALS AND NOTICES

The Company always appreciates its’ Clients feedback or other suggestions regarding the Services that can be sent to our email indicated below, but may use them without any restrictions or obligation to compensate the Clients for them, and are under no obligation to keep them confidential.

Any notices, feedback or other suggestions under these Terms, addressed by the Client to the Company, shall be made in written to the Company’s email management@techchallenge.co.

APPROVAL AND ACKNOWLEDGMENT:

By using the Services provided by the Company and specified in these Terms, you acknowledge that you have read, understood these Terms, and agree to be bound by these Terms and Conditions.