By accepting these Terms, the Client represents and warrants that it isduly authorised to enter into this agreement.

By ordering andusing Rapid Pace CRM, the Clientagrees to be bound by all the terms and conditions herein provided, as well asthe Data Protection Agreement, Service Level Agreement, and Order Form.

Now, whereasthe Client and Rapid Pace CRM both hereby agree to the terms and conditions hereinafter provided:

1. DEFINITIONS AND INTERPRETATION

 
1. In these Terms, the following capitalised      words shall have the meaning outlined below.

“Active/s” or  “Active Player”

Means  any Customer that has made a real money transaction in the given calendar  month and has been processed by a Rapid Pace CRM  Instance licensed by the Client.

“Advance  Payment”

shall  mean the advance payments payable by the Client to Rapid Pace  CRM in terms of the Order Form.

“Agreement”

means  these Terms along with the Order Form, Data Protection Agreement, Service  Level Agreement, including but not limited to, any preamble,

“Applicable  Law”

means,  in relation to the Client any law, regulatory directive, order, rule, binding  guidance, judgement, decree, permit, licence or any other requirement of a  Competent Authority of the territory in which the Client and/or Rapid Pace  CRM is established and/or where the Client shall carry on its Business.

“Business”

means  the Client’s business.

“Client”

means  the company whose name is stated in the Order Form.

“Client  System”

means  the system used by the Client for its Business operations on which Rapid Pace CRM  shall be integrated.

“Customer”

means a  customer of the Client's Business.

“Data  Protection Regulations” or “GDPR”

means  the General Data Protection Regulation EU 2016/679 of the European Parliament  and of the Council of 27 April 2016 on the protection of natural persons  regarding to the processing of personal data and on the free movement of such  data and repealing Directive 95/46/EC; and/or the relevant data protection  legislation/regulations applicable within the relevant territory in which the  Services are being provided.

Derivative  work”

means:

a.       for copyrightable or copyrighted material:  a work that is based upon one or more pre-existing works, such as a revision,  modification, translation, abridgment, condensation, expansion, collection,  compilation or any other form in which such a pre- existing work may be  recast, transformed or adapted, and that, if prepared without authorisation  by the owner of the pre-existing work, would constitute copyright  infringement.

b.      for patentable or patented material: any  adaptation, addition, improvement, or combination based on a pre-existing  work.

for  material subject to trade secret or protection or confidentiality  obligations: any new material, information, or data derived from such  existing trade secret material or Confidential Information, including new  material which may be protected by copyright, patent, trade secret or other  proprietary rights.

“Disclosing  Party”

means  the Party who is disclosing Confidential Information to the Receiving Party.

“Effective  Date”

means  the date stated in the Order Form as being the Effective Date, which is the  date when these Terms come into force.

“Engagement”

means  the business relationship established between the Parties as a result of the  acceptance of this Agreement.

“Event of  Default”

means failure to make the  payment of any Fee and interest when due

“Rapid Pace CRM  Group”

means Rapid  Pace CRM holding company, sister companies, and subsidiaries.

“Fees”

Means  the payments by the Client to Rapid Pace CRM as  described in the Order Form, including but not limited to the One-off Fees,  the Monthly Fees and the other optional fees for the licence granted, and  Services provided under these Terms.

“Group  Company”

means  the Client’s holding company, sister companies, and subsidiaries.

“Initial  Term”

has the  meaning provided in the Order Form.

“Instance” or
 “Rapid Pace CRM Instance” or
 “Rapid Pace CRM Instance” or
 “Rapid Pace CRM”

means  the Licence and Support Package, of a single and independently configured  copy of the Rapid Pace CRM Platform that can be used for one or multiple Brands of the Client.

“Integration  Plan”

means a  scope of work and project plan to satisfy the Client’s business requirements  with Rapid Pace CRM, including but not limited to, relevant project phases, breakdown  of tasks, task owners, and associated deadlines.

“Intellectual  Property Rights”

means  any and all property rights, including, but not limited to trademarks,  copyright, patents, designs, know-how, trade secrets, exclusive exploitation  rights, database rights, moral rights, algorithms, inventions, whether  existing now or in the future, whether registered or not, whether registrable  or not, in any jurisdiction and all associated goodwill.

“Integration  Environment”

means  the integration environment covering all customisations, capabilities and  functionality included in Rapid Pace CRM and  relevant documentation on how to utilise the same.

“Launch Date”

means  the Monthly Fee Start Date defined on the Order Form or upon the Client  making use of the Rapid Pace CRM Instance operationally in a production  environment, whichever happens first.

“Licence”

means  the licence to use Rapid Pace CRM  granted by Rapid Pace to the Client under the terms and conditions of these Terms.

“Maintenance  Services”

as  defined in the SLA.

“Material  Breach”

means  (a) the Client’s use of Rapid Pace CRM  in breach of any Applicable Laws; (b)  Client’s failure to pay any of the Fees; and (c) a breach by any Party of its  warranties in this Agreement.

“Monthly  Fee(s)”

means  the Monthly Recurring Fee(s) and/ or the Monthly Variable Fee(s).

“Monthly  Recurring Fee(s)”

has the  meaning provided in the Order Form.

“Monthly  Variable Fee(s)”

has the  meaning provided in the Order Form.

“One-off  Fees”

has the  meaning provided in the Order Form.

“Optional  Fees”

means  the fees payable for any Option Services requested by the Client.

“Optional  Services”

means  the option services of these Terms which may be requested by the Client.

“Order Form”

means  any Order Form entered by the Parties for the performance of the Services  provided herein.

“Project  Kick-off”

means a  workshop organised by Rapid Pace CRM including relevant operational and  technical stakeholders from both Parties.

“Receiving  Party”

means  the Party who receives Confidential Information from the Disclosing Party.

“Services”

means  the service provided by Rapid Pace CRM under the Agreement, including but not  limited to the Licence, the Support Package, the Maintenance Services and all  other services required for delivery of the same.

“Support  Package”

has the  meaning provided in the Order Form.

“Terms”

means  these terms and conditions.

“Update”

means a  patch, correction, or other similar modification to Rapid Pace  CRM.

“Upgrade”

means a  material enhancement in features or functionality to Rapid Pace  CRM.

2. LAWFUL USE OF THE SERVICES

 
1. The Client hereby agrees to use the Services      only in an authorised manner as per the terms and conditions outlined      herein. In case it is found that the Client’s use of Services violates      these Terms, or any other law, rule, or regulation enacted by the      Competent Authority from time to time, Rapid      Pace CRM reserves the right to terminate the      Agreement with immediate effect.

2. LICENCE

 
1. Subjected to these Terms, Rapid Pace CRM shall grant to the      Client, a limited, non-transferable, non-sublicensable, non-exclusive,      and revocable licence to use Rapid Pace      CRM solely for the Client’s Business only.
 
2. Except for the rights explicitly mentioned      herein, no other rights whatsoever are granted to the Client. Without      prejudice to the generality of the preceding sentence, the Client shall      not, and shall ensure that its Group Company shall not:

a.    Save as permitted by law or explicitly permitted byRapid Pace CRM, disassemble,decompile, reverse engineer, derive course code from object code, or otherwisederive or attempt to derive the internal structure functioning or otherinternal workings of Rapid Pace CRM.

b.    Sell, lease, sublease, distribute, assign, andtransfer Rapid Pace CRM whether infull or in part, to any third party.

c.    Duplicate, or otherwise reproduce or adapt ormodify, Rapid Pace CRM or createDerivative Works based upon Rapid Pace CRM or attempt to do the same in any way.

d.    Assert or imply that title or ownership rights in Rapid Pace CRM.

e.    Remove or obscure any copyright, trademark notice,or similar notice by Rapid Pace CRM

f.     Wilfully carry out, or attempt to carry out, anyprocedure in respect of Rapid Pace CRM which would circumvent any copy or other protection device orsoftware other than to the extent strictly permitted by the Applicable Law.

g.    Use or allow the use of Rapid Pace CRM in connection with content that involvesoffensive materials and/or depictions of violent acts or use or permit the useof Rapid Pace CRM in any waythat may be deemed immoral or illegal.

h.    Use Rapid Pace CRM for any purpose except for the Client’s Business.

i.     Use Rapid Pace CRM, not in compliance with Applicable Laws.

4. SERVICE AND SERVICE LEVELS

 
1. Rapid Pace CRM      shall provide to the Client related technical support for Rapid Pace CRM in accordance      with the SLA.
 
2. During the Engagement, Rapid Pace CRM shall inform the      Client of any Updates and Upgrades to Rapid      Pace CRM.
 
3. Updates. The Parties agree      that Updates are mandatory (and hence, in respect to which the Client      does not have any choice as to their integration onto Rapid Pace CRM and will not be      subject to any further charges/fees).
 
4. Upgrades. The Client agrees      and accepts that Upgrades are optional in nature (hence, the integration      on Rapid Pace CRM is at the      discretion of the Client). Should the Client decide to Upgrade Rapid Pace CRM, such Upgrade      will only be subjected to an amendment to the original Order Form if      additional fees are incurred.
 
5. Updates and Upgrades will be deemed to form      part of Rapid Pace CRM. In the event      the Client decides not to take any mandatory Updates as notified by Rapid Pace CRM to the Client, Rapid Pace CRM shall not be held      responsible for incidents or faults on Rapid      Pace CRM following the notified date of such      mandatory Update.
 
6. Rapid Pace CRM      shall use competent and experienced personnel and reliable tools that are      up to date, in the provision of Rapid Pace      CRM. In the event the Client performs modifications to Rapid Pace CRM, Rapid Pace CRM Instance, or      related infrastructure, Rapid Pace CRM      shall not be held liable for any incident or fault on the modified Rapid Pace CRM resulting from      the Client’s modifications.

4. FEES AND EXPENSES

 
1. Fees and Billing Arrangements. The      Fees outlined in the Order Form shall be effective from the date set below.

1.1 For the Services provided by Rapid Pace CRM, the Client shall pay the following Fees in Euros:

Fees                                        Payment conditions

(a)

One-off  Fees and Advance Payment

due on  the Effective Date.

(b)

Monthly  Recurring Fee

payable  monthly in advance by the first (1st) day of the month for which the payment  is made based on the invoice.

(c)

Monthly  Variable Fee

payable  monthly in arrears; on the first (1st) day of the subsequent month in which  the Monthly Variable Fees were incurred.

(d)

Monthly  Fees

payable  with effect from the Launch Date. Notwithstanding the aforesaid, the Monthly  Fees in relation to the Hosting Package shall become payable from the day on  which Rapid Pace CRM incurs any costs relating to the hosting services.

2. For the avoidance of doubt, the Client shall pay onthe Effective Date: (a) the One-off Fees; and (b) the Advance Payment asprovided in the Order Form.

3. The Advance Payment is non-refundable other than inthe case Rapid Pace CRM terminates the Engagement before the Initial Termfor reasons not attributable to the Client, in this case, Rapid Pace CRM shall immediately refund the Advance Payment infull to the Client.

4.     The Advance Payment is directly associated with each specific Rapid Pace CRM Instance and shall be set off against therespective Rapid Pace CRM InstanceMonthly Recurring Fee (or part thereof).

5. Project Kick-off is subject to the Advance Paymentsettled in full.

2.     OptionalServices and Optional Fees. The Client mayacquire the following Optional Services:

Operational  Support / Co-Dev Sessions
 Co-dev sessions are geared towards partners who are getting started with Rapid Pace  CRM and an embedded use case. The package includes developer and end-user  training.

€60/h

Development  Support
 Development services provided in relation to bespoke development as requested  by the Client

€80/h

 
3. Unless otherwise provided in the Order Form,      the Client shall not make any set-off or any deduction whatsoever from      the Fees due to Rapid Pace CRM      and shall not withhold any payment of such Fees.
 
4. Rapid Pace CRM      will bill the Client every month or any other mutually agreed basis, for      all Monthly Fees. For Monthly Fees, no refund or adjustment for plan      downgrades, upgrades, or elimination of plan features within the current      billing term shall be issued. Invoices/payments are irrevocably deemed      final and accepted by the Client. The Client shall at all times provide      and keep current and up-to-date Client’s contact, bank details, and billing      information. The Parties agree that Monthly Fees in relation to the      Hosting Package may be invoices by Rapid      Pace CRM as and when they become due.
 
5. Taxes. The Client      acknowledges that any and all Fees charged from time to time by Rapid Pace CRM are exclusive of      value added tax (VAT). The Client further acknowledges that all the      applicable taxes, duties, or government levies whatsoever are not      included in the Fees and eventual expenses charged under these Terms. The      client will make timely payment of all such taxes, duties, or government      levies related to these Terms.
 
6. Expenses. If the Client      requires Rapid Pace CRM employees,      directors, officers, agents, or representatives to travel or perform any      work in any location outside Malta, the Client shall reasonably cover      expenses with travel, lodging, and subsistence cost approved by the      Client in advance.

6. SOFTWARE AND INTELLECTUAL PROPERTY     RIGHTS

 
1. The rights granted to the Client under these      Terms are limited to the rights explicitly granted herein and Rapid Pace CRM shall remain the      full and sole owner of all the rights in and to Rapid      Pace CRM and no provision of      the Terms shall operate to transfer or assign or alienate in any other      way Rapid Pace CRM Intellectual      Property Rights in Rapid Pace CRM and all materials and      documentation relating to Rapid Pace CRM
 
2. Nothing in these Terms shall prohibit Rapid Pace CRM in      any manner from using, developing, licensing, or otherwise exploiting Rapid      Pace CRM or any part thereof or concepts embodied therein, in any manner,      anywhere in the world.
 
3. In case of an Update or Upgrade (whether or      not it is done upon a suggestion of the Client) is carried out by Rapid      Pace CRM and supplied to the Client, such Update or Upgrade will become      part of Rapid Pace CRM and      shall be treated as such under these Terms unless otherwise agreed in      writing by the Parties.
 
4. Rapid Pace CRM and any person within      Rapid Pace CRM Group      may freely use any suggestions and improvements proposed by the Client in      connection with its use of Rapid Pace CRM.      For the avoidance of doubt, we clarify that any and all such suggestions,      improvements, and or developments shall be the property of Rapid Pace CRM, and the      Intellectual Property Rights therein shall vest in Rapid Pace CRM In      this sense, the Client hereby automatically grants Rapid Pace CRM an      unrestricted, perpetual, irrevocable, and royalty-free worldwide licence      to fully exploit such rights.
 
5. For the avoidance of doubt, the Client’s      trademark and intellectual properties such as branding, customer data,      reports based on data provided by the Client, and Client’s content belong      solely to the Client.
 
6. The Client represents and guarantees that its      use of the Rapid Pace CRM system      does not infringe third parties’ rights or intellectual property rights      and will not breach any Applicable Law.

6. INTEGRATION PLAN

 
1. The Integration Plan will outline the work      the Parties need to do to deliver Rapid      Pace CRM.
 
2. The Parties shall collaborate in this respect      and shall respectively allocate adequate resources for efficient task      handling. In particular, each Party shall ensure that technical queries      of the other Party are answered in a timely and expeditious manner.
 
3. The Parties’ roles during integration will be      as follows:

a.    Unless otherwise stated in the Order Form, RapidPace CRM  shall provide the Client withthe Project Kick-off within two (2) weeks of entering into these Terms andprovided that the Client has settled the Advance Payment and has fullycooperated with Rapid Pace CRM in respect of any documentation and/or informationrequired or requested by Rapid Pace CRM  from the Client to give effect to the ProjectKick-Off.

b.    Rapid Pace CRM shall, on the basis of the Client’s businessrequirements, formulate a clear Integration Plan.

c.    Rapid Pace CRM shall set up a staging and a production environmentof each Rapid Pace CRM Instance.

d.    Rapid Pace CRM shall make available to the Client two (2) trainingsessions of a maximum of four (4) hours each.

e.    The Client is to ensure that the training isprovided to staff that have the necessary competence, skill, and knowledge.

f.     Rapid Pace CRM shall make available to the Client a trainingportal with clear instructions and documentation on how to operate Rapid Pace CRM.

g.    The Client shall produce the relevant reports asare required for any data migration in the format Rapid Pace CRM suggests.

h.    The Client shall be responsible to integrate withthe Rapid Pace CRM Instance according to the Integration Plan unlessotherwise agreed.

8. CONFIDENTIALITY, NON-DISCLOSURE,     PUBLICITY, AND DATA PROTECTION

 
1. The Parties may mutually disclose      Confidential Information, electronically, orally, or in writing before      and during the Engagement.
 
2. The Parties understand and agree that the      content of the Agreement (including the Order Form) is sensitive and,      therefore, classified as Confidential Information. The Order Form shall      never be shared by the Client with any third-party other than a need-to-know      basis without the prior written consent of Rapid Pace CRM.
 
3. The provisions in this clause shall supersede      all confidentiality and non-disclosure agreements and understandings      between the Parties about Confidential Information exchanged by and      between themselves to negotiate this Agreement.
 
4. During the Engagement and for an indefinite      period after the termination of the Engagement for any reason whatsoever,      each Party being the Recipient Party undertakes:

a.    to use the Confidential Information of the otherParty solely to perform its obligations under the Agreement and for no otherpurposes whatsoever.

b.    not to disclose and not to cause or allow to bedisclosed Confidential Information of the other Party to any third personwithout the prior written consent of the Disclosing Party.

c.    to secure and protect Confidential Information ofthe other Party and for this purpose:

   
1. to        exercise no lesser security or degree of care than the Receiving Party        applies to its Confidential Information of an equivalent nature.
 

   
2. to        allow access to Confidential Information exclusively to any of its directors,        other officers, agents, professional advisors, associated companies,        and employees of the Receiving Party to the extent that such disclosure        is reasonably necessary for carrying its obligations under these Terms        and to inform each of the said directors, other officers, agents,        professional advisors, associated companies and employees of the        confidential nature of the Confidential Information and the obligations        on the Receiving Party in respect thereof and to further impose on such        directors, other officers, agents, professional advisors, associated        companies and employees obligations of confidentiality substantially        similar to the confidentiality obligation of the Receiving Party under        this clause.
 

   
3. upon        the termination of the Engagement or a reasonable request of the        Disclosing Party made at any time, deliver to the Disclosing Party, as        far as reasonably practicable, all documents and other material in the        possession custody, or control of the Receiving Party or any of the        associated companies of the Receiving Party that bear on or incorporate        any part of the Confidential Information.
 

   
4. treat        all copies of any analyses, compilations, studies, or other documents        prepared by it or its advisors containing or reflecting or generated        from any Confidential Information in the same manner as though such        copies were originals of the Confidential Information supplied under        this clause.
 

 
5. Each Party shall be allowed to disclose      Confidential Information of the other Party if such disclosure is      required by law provided that the Party making such disclosure shall take      reasonable steps to give prior written notification of such disclosure to      the other Party.
 
6. Each Party shall be allowed to make press      releases and other information on the fact of conclusion of this      Agreement and cooperation by the Parties provided both Parties prior      written approval to the wording of such public communication.
 
7. Each Party shall, at all times, comply with      its respective obligations under the Data Protection Regulations about      all data that is processed by it in the course of performing its      obligations under these Terms, including, without limitation, by      maintaining a valid and up to date registration or notification under the      Data Protection Regulations. Neither Party shall do any act that puts the      other in breach of its obligations under the Data Protection Regulations.
 
8. The Client understands that by entering into      these Terms, it automatically agrees and accepts the terms and conditions      set forth in the Data Protection Agreement.

8. WARRANTIES AND DISCLAIMERS

 
1. The Client warrants that:

a.    it has the authority to enter these Terms.

b.    it shall comply with all Applicable Laws,including, without prejudice to the foregoing generality, the Data ProtectionRegulations.

c.    The Client shall pay the Fees by their due dates.

 
2. The Client agrees to:

a.    provide all necessary information and any specialforms or other required materials or information to Rapid Pace CRM on scheduleor in a timely fashion to enable Rapid Pace CRM to provide the Services.

b.    ensure accuracy, legibility, and completeness ofall data supplied to Rapid Pace CRM and be solely responsible for the resultsobtained from the Client’s use of Rapid Pace CRM.

c.    control, and be responsible for the use of RapidPace CRM.

 
3. The Client represents and warrants that has      complied with and will continue to comply with all Applicable Law,      including the Data Protection Regulations.
 
4. Rapid Pace CRM undertakes and warrants that:

a.    it has the authority to enter into these Terms.

b.    it is the lawful owner of the intellectual propertyrights in Rapid Pace CRM.

c.    it will do its utmost and take all necessary stepsfollowing the provisions of this Agreement to correct any defect in Rapid Pace CRM.

d.    it shall comply with all Applicable Laws,including, without prejudice to the foregoing generality, the Data ProtectionRegulations.

e.    It shall do its utmost and take all necessary stepswhich may be required for the purposes of correcting any defect in the RapidPace CRM.

 
5. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, RAPID      PACE CRM  IS PROVIDED ‘AS IS’      WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND; RAPID PACE CRM  PROVIDES NO WARRANTIES AS TO THE USE OF RAPID      PACE CRM , WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT      LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR      PARTICULAR PURPOSE; WITHOUT LIMITING THE FOREGOING, RAPID PACE CRM  DOES NOT WARRANT THAT RAPID PACE CRM  WILL MEET ALL THE CLIENT’S EXPECTATIONS      OR THAT IT IS FREE FROM ALL DEFECTS, ERRORS OR BUGS, OR THAT IT WILL      FUNCTION WITHOUT ANY INTERRUPTION.
 
6. Notwithstanding anything else stated herein,      where Rapid Pace CRM  is under the      obligation to respect any particular timeframe or deadline, any delay      caused by the Client or any third party outside of the control of Rapid      Pace CRM  shall automatically      extend the timeframe or deadline imposed on Rapid Pace CRM  by the duration of the said delay. For      the avoidance of doubt, Rapid Pace CRM shall be responsible for any      delays caused by its subcontractors and shall not be eligible for any      extension as a result thereof.
 
7. The Parties acknowledge that from time to      time, as a result of hardware failure or supplier failures, the Services      may be temporarily disrupted. The Client acknowledges and agrees that      neither Rapid Pace CRM nor any of its members, shareholders, directors,      officers, employees, or representatives shall be liable to the Client for      any direct, special, indirect, consequential, punitive, or exemplary      damages, or damages for loss of profits or savings, in connection with such      temporary disruptions.

9. LIMITATION OF LIABILITY AND INDEMNITY

 
1. Each Party (the “Indemnifying Party”) shall      indemnify the other Party (the “Indemnified Party”) and its group      companies, directors, and officers against any direct damages, claims,      liabilities, and costs reasonably incurred in the defence (attorney’s      fees, court fees, litigation expenses) of any claim brought against the      Indemnified Party and/or its group companies and/or directors and/or      officers arising out the Indemnifying Party’s Material Breach.
 
2. Without prejudice to Clause 10.3 below, the      total aggregate liability of each Party and all its directors, employees,      officers, consultants, subcontractors under this Agreement for the      duration in respect of claims, whether for breach of contract, negligence,      tort, or otherwise in connection with this Agreement shall in no      circumstances exceed one hundred thousand Euro (€100,000).
 
3. Notwithstanding Clause 10.2 above, the Client      shall indemnify Rapid Pace CRM , Rapid Pace CRM ’s Group, and the      directors and officers of Rapid Pace CRM  and Rapid Pace CRM ’s Group against any      direct damages, claims, liabilities, and costs, including but not limited      to attorney’s fees, court fees, litigation expenses, reasonably incurred      in the defence of any claim brought against Rapid Pace CRM  and/or Rapid Pace CRM ’s Group and/or      its directors and/or officers arising out of the Client’s breach of any      legislation relating to gambling.
 
4. Except as expressly stated elsewhere in these      Terms, each Party disclaims all other warranties, express or implied.
 
5. Neither Party nor its group companies, its      directors, officers, employees, consultants, subcontractors shall be      liable for any incidental, indirect, special, or consequential damages,      reliance, or punitive damages whether or not such Party has been advised      of the possibility of such loss or damage, or for any loss of profit,      opportunity, goodwill, revenue or anticipated earnings, or for any loss      or corruption of data in connection with these Terms.
 
6. Without prejudice to the generality of the      provisions of the immediately preceding sub-clause, Rapid Pace CRM shall      not be liable for any loss or damage arising from any misuse, improper      use of Rapid Pace CRM  by the      Client or any third party under the Client’s control, or from any problem      resulting from the Client System or any other software or systems.
 
7. The remedy/ies provided for in the SLA are      the sole remedies available to the Client under these Terms for any      breaches of the SLA on the part of Rapid Pace CRM.
 
8. Nothing in this Section 10 limits or excludes      any liability for fraud, gross negligence, or wilful damage.

9. TERMINATION AND SUSPENSION

 
1. Immediate Termination. Either      Party may immediately terminate this Engagement, without penalty or      prejudice to any outstanding payable, rights and remedies, in the event      the other Party:

a.    is in persistent breach of any of its obligationsunder these Terms and either that breach is incapable of remedy or the otherParty shall have failed to remedy that breach within thirty (30) days afterreceiving written notice requiring it to remedy that breach;

b.    becomes insolvent or an order is made or aresolution passed for its liquidation, administration, winding-up, ordissolution (other than for a solvent amalgamation or reconstruction) or anadministrative or another receiver, manager, liquidator, administrator,trustee, or similar officer is appointed over all or any substantial part ofits assets or should it enter into or propose any composition or arrangementwith its creditors generally or anything analogous to the foregoing occurs inany applicable jurisdiction.

 
2. Termination or Suspension by Rapid Pace CRM: Rapid      Pace CRM , at its sole discretion, may terminate the Engagement or      suspend the Services for any of the following reasons upon giving written      notice to the Client:

a.    if the Client fails to pay any Fees and/orinterests at any time.

b.    if the Client fails to comply with the provisionset forth in Clause 14.3. of these Terms.

c.    if Rapid Pace CRM  is under actual threat of justifiedprosecution, fines, penalties, restraints, or an adverse governmental orregulatory action from any jurisdiction arising out of the Client’s use of RapidPace CRM .

d.    in case more than fifty percent (50%) of theClient’s share capital or voting rights have been transferred, whether directlyor indirectly, or about to be transferred to a competitor of Rapid Pace CRM.For this clause, ‘competitor’ means any entity or person who has producedand/or is marketing a product or service which is in direct competition with orfunctionally similar to Rapid Pace CRM , Rapid Pace CRM  products, modules, systems, or services.

e.    if any director or officer of the Client isconvicted for fraud, forgery, deception, embezzlement, breach of laws relatingto gambling.

f.     Rapid Pace CRM  shall have the right to terminate thisAgreement or to suspend the carrying out of its Services under this Agreementupon giving written notice to the Client if Rapid Pace CRM  is under actual threat of justifiedprosecution, fines, penalties, restrains, or an adverse governmental orregulatory action from any jurisdiction arising out of the Client’s use of RapidPace CRM  or the Client’s Business.

 
3. Termination of these Terms, for any reason      whatsoever, is without prejudice to any rights accrued to either Party      during the Engagement.

11. GOVERNING LAW AND DISPUTE RESOLUTIONS

 
1. These Terms and any dispute or claim arising      out of or in connection with it or its subject matter or formation,      including, without limitation, non-contractual disputes or claims, shall      be exclusively governed by the laws of the Republic of Malta.
 
2. Any dispute, controversy, or claim arising      out of or relating to these Terms, or the breach, termination, or      invalidity thereof, shall be settled by arbitration, in accordance with      Part IV (Domestic Arbitration) and Part V (International Commercial      Arbitration) both from the Malta Arbitration Act, 1996 and the      Arbitration Rules of the Malta Arbitration Centre as at present in force.

a.    The appointing authority shall be the MaltaArbitration Centre.

b.    The number of arbitrators shall be one (1).

c.    The place of arbitration shall be Malta.

d.    The language to be used in the proceedings shall beEnglish.

e.    The applicable substantive law shall be Malteselaws.

f.     The award shall be final and binding and thereshall be no appeal.

g.    The arbitrator shall decide ex aequo et bono.

13. NOTICE

 
1. Any notice under these Terms concerning      termination or any claim, dispute, or controversy under these Terms shall      be sufficient if sent by express delivery (courier) to the Parties at the      respective addresses set forth by the Parties in the Order Form and shall      be deemed to be received on the next day following the guaranteed      delivery. Each Party may from time to time notify the other Party of any      changes to the notice details of such Party, and such notice shall be      deemed effective five (5) days following the date of notice of such      change.
 
2. Other notices under these Terms may be      delivered by email or by any other means agreed by the Parties.

13. GENERAL TERMS

 
1. Entire Agreement. The      Agreement constitutes the entire agreement between the parties and      supersedes and extinguishes all previous agreements, promises,      assurances, warranties, representations, and understandings between them,      whether written or oral, relating to its subject matter.
 
2. Survival. The provisions      outlined in Section 6, Section 8, Section 10, and Section 14 shall      survive the termination of these Terms for an indefinite period.
 
3. Due Diligence. Before      the Client’s onboarding, or at any given time during the Engagement, Rapid      Pace CRM, at its sole discretion, may request the Client to provide      information relating to the Client, its Business, and its ultimate      beneficial owners of twenty-five percent (25%) or more in the Client. The      Client shall promptly inform Rapid Pace CRM about any change of the      ultimate beneficial ownership of twenty-five percent (25%) or more and      provide relevant documentation. If no natural person owns more than      twenty-five percent (25%) of the issued shares in the Client, the natural      person holding the largest beneficial ownership must be declared.
 
4. Variations. Any amendment      to these Terms shall not be valid unless mutually agreed to in writing by      the Parties.
 
5. Modification of the Order Form. The      terms of the Order Form shall be amended in writing and must be duly      signed by the Parties causing a new addendum to the Order Form      (“Amendment”). The Amendment supersedes any and all previous      communications in any form whatsoever between the Parties. For the      avoidance of doubts, changes to the Order Form will only be recognised by      Rapid Pace CRM and will only have legal effect if, and only if, it      happens via an Amendment.
 
6. Force Majeure. The      Parties shall not, under no circumstances, be liable for events of force      majeure – namely an event arising from cause or causes beyond reasonable      control, which by its nature could not have been foreseen or if it could      have been foreseen, was unavoidable including, without limitation, acts      of God, act of governmental sovereignty, war or armed hostilities, fire,      flood, explosion, civil commotion, industrial dispute of a third party,      act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in,      industrial or trade dispute, adverse weather, disease, accident to or      breakdown of facilities, shortage of any material, labour, transport,      electricity or other supply, or regulatory intervention. The Party      affected by the force majeure shall promptly notify the other Party.
 
7. Waiver. No failures by      the Parties to enforce any right or provision under these Terms shall be      construed as or constitute a waiver of such right or provision. No waiver      under these Terms shall become binding unless made in writing. No waiver      under these Terms shall be deemed a further or continuing waiver of such      term or any other term. If any provision under these Terms is held      unenforceable for any reason, such provision shall be reformed only to      the extent necessary to make it enforceable and such decision shall not      affect the enforceability of such provision under other circumstances, or      of the remaining provisions hereof under any circumstances.
 
8. Severability. The      invalidity, illegality, or unenforceability of any of the provisions of      these Terms shall not affect, impair, or otherwise hinder the validity,      legality, and enforceability of the remaining provisions of these Terms,      which shall remain in full force and effect. Should any provision of this      Agreement be declared, by any judicial or any other competent authority,      void, voidable, illegal or otherwise unforeseeable, or indication to that      effect is received by either Party from any competent authority, then      such provision shall be restricted or construed otherwise in its minimum      extent necessary for these Terms to remain in force and effect and      foreseeable.
 
9. Third-Party Beneficiaries and Assignment. The      Client agrees that, except as otherwise expressly provided in these      Terms, there shall be no third-party beneficiaries to these Terms. The      Client may not transfer or assign these Terms or any rights or      obligations hereto, whether directly or indirectly, by operation of law      or otherwise, without Rapid Pace CRM ’s prior written consent. Rapid Pace      CRM reserves the right to unrestrictedly assign, sublicense, delegate or      otherwise transfer any of the rights or obligations under these Terms,      whether whole or partially, to any third-party, regardless of your prior      written consent.

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