Subscription Agreement
BY CREATING AN ACCOUNT AND CHECKING THE BOX TO CONFIRM YOU HAVE READ AND AGREE TO THIS AGREEMENT, YOU (A) ACCEPT ...
Software as a Service Agreement
This Software as a Service (SaaS) Agreement (this "Agreement"), is effective as of date set forth in the applicable Order Form (the "Effective Date"), is by and between ArbEdge Inc., a Federal corporation with offices located in Ottawa, Ontario Canada ("Provider") and person or entity identified on the Order Form as the licensee of the Services ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party".
PROVIDER PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON IN THE SIGN UP PAGE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) YOU ARE A NATURAL PERSON ACTING IN THEIR PERSONAL CAPACITY. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROVIDER WILL NOT AND DOES NOT LICENCE THE SERVICES TO CUSTOMER AND YOU MUST NOT USE THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SERVICES THAT CUSTOMER DID NOT ACQUIRE LAWFULLY.
DEFINITIONS
“Aggregated Statistics” means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Confidential Information" has the meaning set forth in Section 7.
"Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
“Deep Links” means hyperlinks generated by the Services.
“Documentation” means Provider’s users manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services.
"Feedback" has the meaning set forth in 8.3.
"Fees" has the meaning set forth in 5.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Notice" has the meaning set forth in Section 13.
"Order Form" means a document or online order used to purchase subscriptions to the Services under this Agreement, including the applicable pricing and term.
"Provider IP" means the Services, Documentation, and any and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
"Renewal Term" has the meaning set forth in Section 6.2.
"Service Suspension" has the meaning set forth in Section 2.6.
"Services" means the software-as-a-service offering described in Schedule A.
“Support Services” has the meaning set forth in Schedule B.
"Term" has the meaning set forth in Section 6.2.
ACCESS AND USE.
Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, the Terms and Conditions of Use of the ArbEdge website () (the “Website Terms of Use”), the ArbEdge Privacy Policy () (the “Privacy Policy”) Provider hereby grants Customer a personal, non-exclusive, non-transferable (except in compliance with 13.3) right to access and use the Services during the Term. Such use is limited to Customer's personal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
Documentation Licence. Subject to the terms and conditions contained herein, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 13.3) licence to use the Documentation during the Term, solely for Customer's personal purposes in connection with its use of the Services.
Natural Persons Limitation. The Services are available only to natural persons acting in their personal capacity. You may not use the Service on behalf of a company, organization, or other legal entity.
Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services use the Services to develop, train, or support any competing product or service.
Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of Provider IP, (B) Customer's use of the Services disrupts or poses a security risk to Provider IP or to any other customer or vendor of Provider, (C) Customer is using Services for fraudulent or illegal activities, (D) Customer is in violation of s. 2.4, or (E) Provider's provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), above, a “Service Suspension”).
- Provider shall exercise its suspension rights reasonably and in good faith, taking into account the nature of the issue and potential impact on Customer. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
CUSTOMER RESPONSIBILITIES
General. Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Personal Use. Customer acknowledges that the subscription is limited to a single individual. Customer agrees not to share account credentials or allow others to access Customers account.
Prohibited Use. Without limiting the foregoing use restrictions, Customer shall not; (i) use the Service for commercial purposes, (ii) use the Service on behalf of a business or organization, (iii) share access with multiple users, (iv) resell or sublicense the Service, (v) circumvent usage limits, rate limits, or security controls, (vi) use the Services to develop competing products or services, and (vii) violate the Website Terms of Use ().
Use of Provider IP. The Customer acknowledges and agrees that it is solely responsible for all use, application, and reliance upon any information, data, content, or materials provided by or derived from the Provider’s IP. Customer acknowledges that the Services may identify theoretical opportunities that cannot be executed in practice due to timing, liquidity, market changes, account restrictions, or third-party platform limitations. Customer agrees that any outputs or opportunities displayed by the Services may appear actionable but do not constitute recommendations or advice.
No Affiliation with Sportsbooks. The Customer acknowledges that the Provider does not operate, manage, endorse, or control any third-party sportsbooks or betting platforms, and that the Provider has no involvement in, nor responsibility for, the operations, offerings, or outcomes associated with such sportsbooks. Accordingly, the Provider shall have no liability whatsoever arising from or relating to the Customer’s use of Provider IP in connection with any sportsbook or betting activity.
Compliance with Gaming and Financial Laws. Customer is solely responsible for ensuring their use of the Services complies with applicable laws relating to gambling, betting, and financial activity, as further detailed in the Website Terms of Use ().
No Facilitation. Customer acknowledges that Provider does not facilitate, execute, place, or manage any wagers or financial transactions and is not a broker, agent, or intermediary in any betting or financial activity.
Regulatory Compliance and Geographic Restrictions. Customer acknowledges that the availability and legality of the Services may vary by jurisdiction. Provider makes no representation that the Services are appropriate, permitted, or compliant in any particular jurisdiction. Provider may, at any time and without liability:
restrict or disable access to all or part of the Services in any jurisdiction;
remove or modify features (including Deep Links, alerts, or data feeds); or
require additional user verification or representations.
- where Provider reasonably determines such action is necessary to comply with applicable law, respond to regulatory guidance, or mitigate legal or reputational risk. Customer remains solely responsible for ensuring lawful use of the Services.
PROVIDER RIGHTS AND RESPONSIBILITIES
Service Levels and Support. The access rights granted hereunder entitles Customer to the Support Services described in Schedule B for the Term of this Agreement.
Third-Party Data and Accuracy Disclaimer. The Services rely on data obtained from third-party sources, including but not limited to sportsbooks, exchanges, data feeds, and public information providers. Provider does not verify all such data and makes no representations or warranties regarding its accuracy, completeness, timeliness, or reliability. Without limiting the foregoing:
- data may be delayed, incomplete, or incorrect;
- pricing discrepancies may no longer exist at the time of display; and
- calculations and outputs may be impacted by data errors or latency.
- Provider shall have no liability whatsoever for any errors, omissions, delays, or inaccuracies in third-party data or any decisions made in reliance thereon.
No Financial or Betting Advice. The Services and all Provider IP are provided for informational, educational, and analytical purposes only. Provider does not provide, and nothing contained in the Services constitutes or should be interpreted as, financial advice, investment advice, trading advice, wagering or betting advice, legal advice, or any other form of professional advice or recommendation. Without limiting the foregoing:
- The Services do not recommend or endorse any particular bet, wager, transaction, strategy, sportsbook, or market.
Any data, alerts, signals, pricing discrepancies, or identified opportunities (including arbitrage opportunities) are generated automatically based on algorithms and third-party data sources and are provided for informational purposes only.
Any performance metrics, profit percentages, historical analyses, or illustrative outputs are estimates only, are not guarantees of future performance, and may be incomplete, delayed, or inaccurate.
- Customer acknowledges and agrees that:
- All decisions to place bets, wagers, or engage in any financial or betting activity are made solely and independently by Customer, at Customer’s own risk;
Customer does not rely on the Services as a substitute for independent judgment, due diligence, or professional advice;
To the fullest extent permitted by applicable law, Provider has no responsibility or liability for any outcomes, losses, or damages arising from Customer’s use of or reliance on the Services; and
Customer is solely responsible for complying with all applicable laws and regulations relating to betting, gambling, and financial activities in their jurisdiction.
Interpretation of Outputs. Any presentation, highlighting, ranking, or surfacing of data, opportunities, alerts, or potential strategies within the Services is for informational purposes only and must not be interpreted as a recommendation or advice to place any bet, wager, or transaction.
Audit and Investigation. Provider reserves the right, at its sole discretion, to investigate any suspected violation of this Agreement, which includes the Website Terms of Use. Customer agrees to cooperate with such investigations and provide reasonable assistance upon request.
Enforcement. For any suspected violation of this Agreement, Provider may suspend or terminate access to the Services in accordance with this Agreement and the Website Terms of Use. Provider shall have no liability for any actions taken in good faith under this Section.
Deep Links; Third-Party Platform Functionality. The Services may include Deep Links intended to streamline navigation to third-party sportsbook platforms, including by directing Customers to specific events or pre-populated wager slips. Customer acknowledges and agrees that: (a) Deep Links are purely directional hyperlinks and do not execute, submit, confirm, or place any wagers or transactions; (b) any pre-populated fields are generated solely based on publicly available data and require independent review, modification, and manual confirmation by the Customer on the applicable third-party platform; (c) Provider does not control, maintain, or guarantee the behavior or availability of any Deep Links; (d) the inclusion or presentation of any Deep Link shall not be construed as enabling, facilitating, soliciting, promoting, or inducing any wagering or financial activity; (e) such platforms may change their URLs, APIs, workflows, or access restrictions at any time without notice; and (f) Provider does not guarantee functionality, accuracy, or availability of any Deep Links.
- Provider will use commercially reasonable efforts to generate and maintain functional Deep Links where possible, but does not guarantee their accuracy, reliability, or performance. For clarity, Customer is solely responsible for verifying all event details and manually locating wagers where necessary.
- PROVIDER RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY, RESTRICT, OR DISABLE DEEP LINKS OR ANY RELATED FUNCTIONALITY IN ANY JURISDICTION AT ANY TIME TO COMPLY WITH APPLICABLE LAW OR MITIGATE REGULATORY RISK.
Beta and Experimental Features. Experimental or beta features, if provided, are subject to the applicable Website Terms of Use.
Referral Program Terms. Provider reserves the right to (i) verify referral eligibility, (ii) revoke discounts obtained through fraud, abuse, or self-referral, and (iii) modify or terminate the referral program at any time.
FEES AND PAYMENT
Fees. All fees as set forth in Schedule A are payable in advance in the manner set forth in the Order Form and are non-refundable (“Fees”). Any renewal or maintenance and support services hereunder shall not be effective until the Fees for such renewal have been paid in full.
Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
TERM AND TERMINATION
Term. The term of this Agreement begins on the Effective Date and will continue for the term set forth on the Order Form (the “Initial Term”), unless terminated earlier pursuant to this Agreement's express provisions.
Renewal. The Agreement will automatically renew as set forth in Schedule A, unless the Agreement is terminated prior to the next billing date pursuant to the Agreement's express provisions (each a "Renewal Term" and together with the Initial Term, the "Term").
Provider Termination Rights. In addition to any other rights set forth in this Agreement, Provider may suspend or terminate this Agreement or Customer’s access to the Services, in whole or in part, immediately upon written notice (or without notice where reasonably necessary) if: (a) Customer breaches any provision of Sections 2 or 3; (b) Customer fails to pay any Fees when due; (c) Provider reasonably determines that Customer’s use of the Services poses a legal, regulatory, or reputational risk to Provider; (d) Customer engages in fraudulent, abusive, or prohibited conduct; or (e) Provider is required to do so by applicable law or a third-party service provider
Cancellation by Customer. Customer may cancel the subscription at any time in accordance with the billing terms set out in Schedule A. Cancellation will take effect at the end of the current billing period, and Customer will retain access to the Services until such period expires. No refunds will be provided for any unused portion of the subscription term except as required by applicable law or expressly provided in this Agreement.
Effect of Termination. Upon termination, Customer shall immediately cease all use of the Services, and no refunds shall be provided under any circumstances and, without limiting Customer's obligations under Section 7, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
Survival. This Section 6.7 and Sections 1, 2.4, 7, 8, 9, 10, 11, 12 and 13, shall survive any termination or expiration of this Agreement. Customer shall still be bound by the Website Terms of Use, Privacy Policy, and Cookie Policy.
CONFIDENTIAL AND PERSONAL INFORMATION
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
- Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 5 years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Data Protection and Security. Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Provider will use Customer Data solely for the purpose of providing the Services and as otherwise permitted by this Agreement and applicable law. Customer acknowledges that no system can be guaranteed to be completely secure, and Provider does not warrant absolute security. Full details data protection and privacy can be found in the Privacy Policy ().
INTELLECTUAL PROPERTY OWNERSHIP
Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Full details intellectual provisions are found in Website Terms of Use ().
Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (excluding Aggregated Statistics). Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
WARRANTY DISCLAIMER
THE SERVICES AND ALL PROVIDER IP ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED TO THE EXTENT SET OUT IN THE WEBSITE TERMS OF USE.
WITHOUT LIMITING THE FOREGOING OR THE DISCLAIMERS SET OUT IN THE WEBSITE TERMS OF USE: (A) THE SERVICES RELY ON THIRD-PARTY DATA SOURCES THAT MAY BE INCOMPLETE, DELAYED, INACCURATE, OR UNAVAILABLE; (B) ANY OUTPUTS, ALERTS, SIGNALS, CALCULATIONS, OR IDENTIFIED OPPORTUNITIES ARE GENERATED AUTOMATICALLY AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY; (C) SUCH OUTPUTS MAY NOT BE ACTIONABLE, AVAILABLE, OR VALID AT THE TIME OF USE; AND (D) PROVIDER DOES NOT GUARANTEE THAT DEEP LINKS WILL SUCCESSFULLY DIRECT CUSTOMERS TO ANY SPECIFIC EVENT OR PRE-POPULATED WAGER SLIP ON ANY THIRD-PARTY PLATFORM.
INDEMNIFICATION
Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its affiliates, and each of their respective officers, directors, employees, contractors, licensors, and agents (each, a “Provider Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) (collectively, “Losses”) arising out of or relating to: (a) Customer’s use or misuse of the Services or Provider IP, including any use in violation of this Agreement; (b) any Customer Data, including any allegation that Customer Data infringes or misappropriates any third-party intellectual property or other rights; (c) Customer’s use of the Services in connection with any third-party platforms, including sportsbooks, betting platforms, exchanges, or other financial or wagering services; (d) any violation by Customer of applicable law, including laws relating to gambling, betting, financial transactions, consumer protection, or data protection; (e) any breach by Customer of its representations, warranties, covenants, or obligations under this Agreement; and (f) any unauthorized access to or use of the Services through Customer’s account.
Indemnification Procedure. Provider shall promptly notify Customer of any claim subject to indemnification (provided that failure to give prompt notice shall only relieve Customer of its obligations to the extent materially prejudiced). Customer shall assume control of the defense and settlement of such claim, provided that: (i) Customer shall not settle any claim without Provider’s prior written consent if such settlement imposes any obligation on Provider or does not fully release Provider, and (ii) Provider may participate in the defense at its own expense.
No Limitation. Customer’s indemnification obligations under this Section are independent of, and shall not be limited by, any limitation of liability or exclusion of damages set forth in this Agreement.
Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by Provider and used in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights. This obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Services not made by Provider; (c) use of the Services in combination with third-party products or services not provided or authorized by Provider; or (d) use of the Services in violation of this Agreement.
- If the Services become subject to an infringement claim, Provider may, at its option: (i) modify the Services to be non-infringing; (ii) obtain rights for Customer to continue use; or (iii) terminate the affected Services and provide a pro rata refund of prepaid Fees for the unused portion of the Term.
LIMITATION OF LIABILITY
The limitations and exclusions set out in this Section shall apply to the fullest extent permitted under applicable law and shall be interpreted and enforced in a manner consistent with applicable consumer protection legislation.
Provider expressly disclaims any and all liability arising from or related to: (i) any decisions made by Customer based on the Services; (ii) any inaccuracies or omissions in the data provided; and (iii) any financial, wagering, or other outcomes resulting from Customer’s activities.
To the fullest extent permitted under applicable law, Provider shall have no liability whatsoever for any losses, damages, or liabilities incurred by Customer arising from or relating to any betting, wagering, or financial decisions made using or in reliance on the Services.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED 1 TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 1 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in this Agreement limits or excludes liability to the extent such liability cannot be limited or excluded under applicable law, including liability resulting from Provider’s gross negligence, willful misconduct, or fraud.
INTERPRETATION
Capitalized Terms. Each capitalized term has the meaning given to it in this Agreement.
Entire Agreement. This Agreement, together with the website Privacy Policy, the Website Terms Use, Cookie Policy, and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Extended Meanings. Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders.
Governing Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.
Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.
- Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Headings. The division of this Agreement into articles, sections, paragraphs, subsections and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of the Agreement.
Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Schedules, and any other documents incorporated herein by reference, unless expressly stated otherwise, the following order of precedence governs: (i) first, this Agreement, excluding its Schedules; (ii) second, the Schedules to this Agreement as of the Effective Date; (iii) the Website Terms Use; (iv) the Privacy Policy; and (v) fourth, any other documents incorporated herein by reference.
References. The words “herein”, “hereto”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraphs or other subdivision of this Agreement. Any reference to a particular, “article”, “section”, “paragraphs” or other subdivision is to the specific article, section, paragraph or other subdivision of this Agreement unless otherwise expressly stated or the context otherwise requires.
Schedules, Appendices, and Exhibits. The schedules, appendices, and exhibits constitute an integral part of this Agreement.
MISCELLANEOUS
Acknowledgement. The Customer acknowledges that they have read this Agreement, understands it, and agrees further to be bound by its terms and conditions.
Amendments. Except as expressly provided herein, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Notwithstanding the foregoing, the Provider reserves the right, in its sole discretion, to amend the Terms of Use, Privacy Policy, Cookie Policy, and Schedule A from time to time.
Assignment. Customer may not assign, transfer or otherwise dispose of all or any part of its rights or obligations hereunder or interest herein without the prior written consent of Provider. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
English Language Preference. It is the express wish of the parties that this Agreement and any directly or indirectly related documents, including notices and communications, be drawn up in English. Il est la volonté expresse des parties que cette convention et tous les documents s'y rattachant, y compris les avis et les autres communications, soient rédigés en anglais.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 and, in the case of Customer, Section 2.4, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and addressed to the other Party at the addresses set forth this Agreement, to such other address that may be designated by the receiving party from time to time in accordance with this Section, or the Customer email used in association with the Order Form. Notwithstanding the above, Notices regarding modifications to the features, subscription plans, and Fees as described in this Schedule A, can be made through the Services. Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
SCHEDULE A
Capitalized terms used but not defined in this Schedule A have the meaning given to those terms in the Agreement.
Provider may modify the features, subscription plans, and Fees described in this Schedule A upon at least thirty (30) days’ prior notice to Customer. Notice may be provided by email or within the Services.
Customer’s continued use of the Services following the effective date of such changes constitutes acceptance of the updated Services and Fees.
If Customer does not agree to such changes, Customer may cancel the subscription prior to the effective date of the changes, in which case the changes will not apply.
DESCRIPTION OF SERVICES:
The “Services” shall mean the services described in the table set out below (the “Services Table”). A Customer’s entitlement to receive, access, and use any Services is strictly determined by the enrolment level selected by such Customer, as specified in the Services Table. The Customer shall only be entitled to those Services that correspond to its chosen enrolment level.
| Feature | Scout | Edge | Pro | Pro+ |
|---|---|---|---|---|
| Alerts | Alerts | Alerts | Alerts | Alerts |
| Arb alerts | Telegram <1.9% | ✓ | ✓ | ✓ |
| Pre-game lines + props | — | ✓ | ✓ | ✓ |
| Live / in-game props | — | — | ✓ | ✓ |
| Middle opportunities | — | — | ✓ | ✓ |
| Prediction markets | — | — | ✓ | ✓ |
| Profit % shown | — | ✓ | ✓ | ✓ |
| Deep links | — | ✓ | ✓ | ✓ |
| Alert customization | — | Fixed | Full | Full |
| Telegram push | ✓ | ✓ | ✓ | ✓ |
| Detection speed | — | ~45s | ~30s | Instant |
| Tools | Tools | Tools | Tools | Tools |
| All 6 calculators | ✓ | ✓ | ✓ | ✓ |
| Odds Scout | Basic | Full | Full | Full |
| Line alerts | — | 5 active | 10 active | Unlimited |
| Rescue Desk | — | $10/use | 2 incl./mo | 4 incl./mo |
| API access | — | — | — | ✓ |
| Analytics Dashboard | Analytics Dashboard | Analytics Dashboard | Analytics Dashboard | Analytics Dashboard |
| Book pair frequency | — | — | 30 days | 90 days |
| Hourly heatmap | — | — | ✓ | ✓ |
| Stale odds tracker | — | — | ✓ | ✓ |
| Personal P&L tracker | — | — | ✓ | ✓ |
| CSV export | — | — | — | ✓ |
| Weekly Telegram digest | — | — | — | ✓ |
| Support & access | Support & access | Support & access | Support & access | Support & access |
| Support | — | Email 48h | Email 24h | Direct Telegram |
| Private Telegram community | — | — | ✓ | ✓ |
FEE SCHEDULE:
| Subscription Package Levels | Subscription Package Levels | Subscription Package Levels | Subscription Package Levels | Subscription Package Levels |
|---|---|---|---|---|
| Scout | Edge | Pro | Pro+ | |
| Monthly Subscription Subscription Length = 1 Calendar Month | $0.00 | $44.00 / month for “Founder’s Rate” (while offered); and $59.00 / month after Founder’s Period | $59.00 / month for “Founder’s Rate” (while offered); and $89.00 / month after Founder’s Period | Will launch at a later date |
| Refer a Friend Discount | N/A | $5.00 / month per active referral (max 2 referrals)* | $5.00 / month per active referral (max 4 referrals)* | 5.00 / month per active referral (max 4 referrals)* |
| Add-Ons | Add-Ons | Add-Ons | Add-Ons | Add-Ons |
| Scout | Edge | Pro | Pro+ | |
| Additional Jurisdictions | N/A | $20 / month per additional market | $20 / month per additional market | All jurisdictions included |
| Extra Rescue Desk | N/A | $10 / use | $10 / use | $10 / use |
| Custom Calculator | N/A | $49 / build | $49 / build | $49 / build |
* Referral discounts will continue to apply for as long as the referred customer remains an active, paying customer. As long as your referral maintains their subscription or service in good standing, your associated discount will remain in effect without interruption.
**FREE TRIAL**
>
1. **Eligibility.** New Customers who complete account registration and verify their email address may be eligible for a promotional free trial of Pro-tier Services.
>
2. **Trial Start.** The free trial commences when the Customer successfully links their account to the Provider's designated Telegram notification service. No free trial shall commence until such linking is completed.
>
3. **Trial Period.** The free trial lasts **ten (10) calendar days** from the trial start date.
>
4. **Trial Access.** During the free trial, Customer receives access to Pro-tier features as described in the Services Table, without payment of Fees.
>
5. **Expiration.** If Customer does not subscribe to a paid tier (Edge, Pro, or Pro+) before the trial expires, Customer's access shall automatically convert to the Scout tier at $0.00/month, subject to Scout-tier feature limitations in the Services Table. No charge will be made unless Customer elects a paid subscription.
>
6. **One Trial Per Customer.** Provider may limit free trials to one per natural person/email address. Provider reserves the right to modify or discontinue the free trial program.
PAYMENT REQUIREMENTS:
1. Subscription Billing. Upon enrollment the Customer authorizes Provider to charge the applicable subscription fees on a recurring monthly basis using Stripe, a third-party payment processor. Payments will be automatically processed by Stripe using the payment method provided by the Customer at the time of registration.
2. Automatic Renewal. The subscription will automatically renew on a monthly basis, and the Customer will be charged the then-current monthly subscription fee at the start of each billing cycle, unless the subscription is cancelled in accordance with this Agreement.
3. Cancellation. Customer may cancel the subscription at any time prior to the next billing date. Cancellation will take effect at the end of the then-current billing cycle. Customer will not be entitled to a refund for any prepaid Fees except where required by applicable law.
4. Payment Authorization. By providing payment information, the Customer represents and warrants that they are authorized to use the designated payment method and authorize Provider (through Stripe) to charge all applicable fees on a recurring basis until cancellation.
5. Third-Party Processor. Payment processing services are provided by Stripe and are subject to Stripe’s terms of service and privacy policies. Provider is not responsible for errors or issues arising from Stripe’s processing services.
6. Consumer Protection Compliance. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to limit or waive any rights or remedies that Customer may have under applicable consumer protection laws. To the extent any provision of this Agreement is inconsistent with such laws, such provision shall be deemed modified to the minimum extent necessary to comply.
7. Chargebacks and Payment Disputes. If Customer initiates a chargeback or payment dispute, (i) Provider may immediately suspend or terminate access, and (ii) Customer shall remain liable for all undisputed amounts. Customer agrees not to initiate chargebacks except in cases of genuine fraud or billing error.
SCHEDULE B
Capitalized terms used but not defined in this Schedule B have the meaning given to those terms in the Agreement.
- SERVICE LEVELS AND SUPPORT:
1. General Service Availability. The Provider will use commercially reasonable efforts to ensure that the website and related services (the “Support Services”) are available and operational at all times. The Provider does not guarantee a specific uptime percentage but will take reasonable steps to minimize interruptions and restore service promptly in the event of outages. For the purposes of this Agreement, “Downtime” means a complete inability to access the core functionality of the Services, excluding: (i) scheduled maintenance; (ii) partial feature degradation; (iii) latency or delays; and (iv) third-party outages.
2. Support Channels. The Provider will provide customer support via a designated support email address (the “Support Email”). The Customer may submit all inquiries, requests, and issue reports through this channel.
3. Response Times. The Provider will use commercially reasonable efforts to respond to all support requests within twenty-four (24) to forty-eight (48) hours of receipt, excluding weekends and public holidays. “Response” means acknowledgment of the request and, where possible, an initial assessment or request for further information. Resolution times are not guaranteed and may vary depending on the nature and complexity of the issue.
4. Service Interruptions. The Customer acknowledges that the Services may occasionally be unavailable due to maintenance, updates, or circumstances beyond the Provider’s reasonable control, including but not limited to third-party hosting failures, internet disruptions, or force majeure events.
5. Service Credits. In the event that the Services are continuously unavailable for a period exceeding twenty-four (24) consecutive hours, the Customer will be eligible to receive a service credit.
- Credits will be calculated on a pro rata basis, equivalent to one (1) day of the Customer’s subscription fee for each full twenty-four (24) hour period of continuous downtime.
- Credits will be applied to the Customer’s next billing cycle and will not be issued as cash refunds.
- To receive a credit, the Customer must submit a request to the Support Email within a reasonable time after the service interruption.
6. Exclusions. Service credits will not apply to downtime or service interruptions caused by:
- Scheduled maintenance or updates (with reasonable notice where practicable);
- Customer-side issues, misuse, or unauthorized modifications;
- Third-party services or infrastructure outside the Provider’s control; or
- Force majeure events or other circumstances beyond the Provider’s reasonable control.