GTO Hero Terms & Conditions

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE.

WITHIN THIS AGREEMENT, GTO HERO, AND YOU ARE EACH REFERRED TO AS A "PARTY" AND ARE COLLECTIVELY REFERRED TO AS THE "PARTIES" (defined below).

The terms and conditions contained within this subscription agreement (this "Agreement"), are effective as of the date that you become a Customer of GTO Hero (the "Effective Date"), a private limited company organised and existing under the laws of the United Kingdom. All capitalised terms used in this Agreement not otherwise defined in context shall have the meanings as set out in Clause 14. The Parties agree as follows:

1. Provision of the Service

1.1 The Service shall be provided to the Customer via an online, web-based service, provided by GTO Hero via https://app.gtohero.com and/or any other subdomains, websites and applications designated by GTO Hero at any time.

1.2 GTO Hero shall make the Service available during the Term in a professional, competent manner in accordance with this Agreement and the Documentation.

2. Customer's Use of the Service

2.1 The Customer's use of the Service is governed by this Agreement. PDF copies of the Documentation can be provided upon written request by the Customer.

2.2 In order to use the Service, the Customer will be registered with GTO Hero and have an Account created. To create an Account, the Customer may be asked to provide additional information. In the absence of any additional information the Account may not be opened and GTO Hero accepts no liability or responsibility for any such delay to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under this clause.

2.3 The Customer must conduct its own due diligence into the Service to ensure that the functionality provided by the Service meets the Customer's requirements. GTO Hero does not warrant or represent that the Service, Documentation and/or the information obtained by the Customer through the Service will meet the Customer's requirements.

2.4 The Customer is responsible for all Authorised Users' use of the Service and compliance with this Agreement.

2.5 The Customer shall:

• 2.5.1 be responsible for the security and confidentiality of the account and all other log-in information related to its Account;
• 2.5.2 be solely responsible for all activities that occur under its Account;
• 2.5.3 prevent unauthorised access to, or use of its Account and the Service, and notify GTO Hero promptly of any such unauthorised access or use of which it becomes aware;
• 2.5.4 be responsible for all Authorised Users' use of the Service and compliance with this Agreement;
• 2.5.5 have sole responsibility for the accuracy, quality and legality of all Customer Data, as defined in Clause 7 below, including without limitation, providing all relevant notices to individuals and obtaining all relevant consents when required by applicable Laws; and
• 2.5.6 be liable for the acts and omissions of all Authorised Users and its and their Affiliates relating to this Agreement.

2.6 The Customer undertakes that:

• 2.6.1 it will not allow or suffer any Authorised User's account information to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service and/or Documentation;
• 2.6.2 it will not use the Service in a way that unreasonably degrades the performance of the Service for the Customer's own purposes or for the purposes of GTO Hero or other users, and the Customer will, if notified that the Customer's use of the Service is not reasonable, comply with reasonable service level requests issued by GTO Hero to limit the Customer's use of the service so that it is reasonable;

2.7 If any sign in information has been provided to any individual who is not an Authorised User, then without prejudice to GTO Hero's other rights, GTO Hero may promptly disable such accounts.

2.8 GTO Hero shall not be liable for any loss or damage resulting from a failure by the Customer to comply with Clause 2.6 and Clause 2.7 above.

2.9 The Customer shall not:

• 2.9.1 use the Service in violation of applicable Laws;
• 2.9.2 in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or Malicious Code, including material that violates privacy rights;
• 2.9.3 sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering (with the exception of a signed Partnership Agreement between You and GTO Hero);
• 2.9.4 attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation or Supporting Documentation;
• 2.9.5 interfere with or disrupt the integrity or performance of the Service in whole or in part or third-party data contained therein;
• 2.9.6 attempt to gain unauthorised access to the Service in whole or in part or its related systems or networks;
• 2.9.7 permit direct or indirect access to or use of the Service in whole or in part in a way that circumvents a contractual usage limit, or use the Service to access or use any of GTO Hero's intellectual property except as permitted under this Agreement or the Documentation;
• 2.9.8 copy the Service or any part, feature, function or user interface thereof;
• 2.9.9 frame or mirror any part of the Service;
• 2.9.10 access the Service in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by GTO Hero; or
• 2.9.11 reverse engineer the Service in whole or in part (except to the extent such restriction is prohibited by law).
• 2.9.12 use the Service in a way that breaches the contract or terms and conditions that the Customer has with a poker site.

3. Fees, Invoices

Payment

3.1 The Customer will pay all fees specified for the Service as agreed between the Customer and GTO Hero.

3.2 Fees for the Service will be invoiced to the Customer, in accordance with the relevant subscription or purchase made through the Service and payment shall be remitted from the Customer's country of residence. Fees shall be due in accordance with the invoice issued by GTO Hero or as otherwise set forth on the Service for the applicable subscription or order and all fees are quoted and payable in the currency of the invoice (unless otherwise agreed).

3.3 The Customer shall provide GTO Hero with complete and accurate billing and contact information including a valid email address for receipt of invoices. The Customer will make payments by credit card or direct debit (unless otherwise agreed). For the avoidance of doubt, this Agreement shall apply to any use of the Service, even if done so on a free or trial basis. Invoices are available within the Service and will not be emailed to the Customer as standard.

3.4 Fees are charged in advance and are non-refundable and non-apportionable. Unless required by law, GTO Hero will not provide refunds or apportion any advance payment in connection with the GTO Hero Services.

Overdue Payments

3.5 Where an amount is overdue for 30 days or more GTO Hero reserves the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998.