THE FOLLOWING IS A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN SMARTER LOTTERY LIMITED (THE "COMPANY"), AND YOURSELF. PLEASE READ CAREFULLY AND MAKE SURE YOU FULLY UNDERSTAND THE CONTENTS OF THIS AGREEMENT PRIOR TO THE USE OF THE SERVICES. IF YOU HAVE ANY DOUBTS ABOUT ANY OF YOUR RIGHTS AND OBLIGATIONS RESULTING FROM ENTERING INTO THIS AGREEMENT, PLEASE CONSULT LEGAL COUNSEL. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED, IN FREE WILL AND CONSENT, TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITHOUT ANY RESERVATIONS. YOU ALSO AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER INTO CONTRACTS, AND YOU WAIVE ANY RIGHTS OR REQUIREMENTS UNDER APPLICABLE LAWS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES. 1. DEFINITIONS 1.1 In this Agreement, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them: Consideration means the consideration to be paid to the Company in connection with the Services provided (including, but not limited to, the price of the Ticket). Operator means, in respect of each lottery game and draw, the official third party lottery organizer that organizes and manages that lottery game and draw. Rules mean the rules of the Syndicate in which the User participates. Services means the Company s services of purchasing, storing and handling Tickets on behalf of the User, as well as collection and distribution of Winnings, as offered via the Website. The default mode of the Services is an automatically renewed monthly subscription, as further detailed in section 2. Syndicate means a lottery syndicate. Ticket means a lottery ticket purchased by the Company or on its behalf. User means any person holding a valid User Account. User Account means a personal account opened by an individual, solely for the use of that individual for the purpose of using the Services. Us/We/Our means the Company, and any subsidiaries, affiliates, directors, officers, employees, representatives, agents and contractors, and any other person acting for or on behalf of the Company. Winnings means the winnings attributed to a Ticket, as determined solely by the Operator. You/Your means the User. 1.2 The preamble and definitions of this Agreement shall for all purposes form part of this Agreement, and constitute a material and substantial part of it.
2. INTRODUCTION 2.1 The Company offers Services that allow Users to purchase Tickets on their own behalf and/or participate in a Syndicate, where the Company purchases, stores and handles Tickets which are thus purchased, as well as the collection of Winnings. While the Tickets are purchased, stored and handled by the Company, these Tickets are owned by the User. The Services are provided by means of a monthly automatically renewed subscription, unless explicitly stated otherwise by the Company. 2.2 Without derogating from the above, in some instances the Company provides You, on a promotional basis, free Tickets solely for Your benefit. Such Tickets (the Personal Tickets ), as well as this Service (the Promotional Service ) are subject to the terms of this Agreement, mutatis mutandis, unless stated otherwise. 2.3 The Company does not offer any type of lottery or gambling products; the Tickets represent tickets purchased for the participation in lotteries organized and managed by Operators and not by Us. 2.4 WE ARE NOT AFFILIATED OR ENDORSED BY ANY OPERATOR AND ANY REFERRAL TO ANY SPECIFIC OPERATOR IS SOLELY FOR INFORMATIONAL PURPOSES AND DOES NOT REPRESENT ANY RELATIONSHIP WHATSOEVER WITH ANY OPERATOR. 3. USE OF THE SERVICES 3.1 You may use the Services only if you are an individual, of at least 18 years of age (or such other higher minimum legal age in Your jurisdiction as required to use the Services) and it is legal for You to do so according to the laws that apply to You. You hereby represent and warrant that You do not violate any applicable law or regulation as a result of using the Services. If You reside in or are a citizen of any jurisdiction that prohibits using the Services, You shall not use the Services. We make no representations or warranties, expressed or implied, as to the lawfulness of any person's use of the Services, and shall not be responsible for any illegal use of the Services by You. The offering or availability of the Services shall not be deemed or interpreted as an offer or invitation by Us to use the Services. It is Your responsibility to ensure that You comply with any and all laws applicable to You before using the Services. Without derogating from the above, it is Your sole responsibility to verify that You may participate in, and receive Winnings from, any lottery draw in which You participate via the Services, and You hereby acknowledge that it is not Our responsibility to so verify (even if You use our Services) and accordingly waive any claim and/or argument You may have in this respect. You understand and accept that We are unable to provide You with any legal advice or assurances and that it is Your sole responsibility to ensure that at all times You comply with the applicable laws and
rules. Without derogating from the above, the Services will be available solely within Australia. 3.2 You acknowledge that You do not find the Services to be offensive, objectionable, unfair, or indecent in any way. 3.3 Employees, directors and officers of the Company (as well as persons providing services to the Company), as well as members of their families, affiliates or subsidiaries, and all other persons connected, directly or indirectly, to the computer systems or the security system employed by the Company, as well as any person involved in the offering of the Services, including, but not limited to advertising, promotion and fulfillment agencies, insurers and legal advisers, webmasters and web suppliers and family members thereof, are not entitled to use the Services. 3.4 For the avoidance of doubt, it is hereby clarified that a person who is not entitled to use the Services - as well as any other person who substitutes such person - is also not entitled to any of the Winnings, and the Company reserves the right not to distribute to such person the Winnings he/she are entitled to. 4. ACCOUNT REGISTRATION AND OPERATION 4.1 To use the Services, You will first need to open a User Account with the Company. 4.2 For the purpose of opening a User Account, You will be required to provide information and documentation relating to, inter alia, Your name, address, email and telephone number. The Company reserves the right, at any point in time, to ask You to provide additional information and documentation, and Your User Account may be suspended until satisfactory information and documentation is provided; failure to provide the required additional information and documentation within the timeframe set by the Company may result in termination of Your User Account and forfeiture of the funds held in Your User Account. 4.3 By opening a User Account, You hereby represent, warrant, acknowledge, agree and undertake, that (a) the details You submitted during the registration process are true and correct, and that You will update them, immediately upon any change thereto, (b) Your User Account is for Your personal use only and not on behalf of any third party, and that You may only open a single User Account with the Company, (c) any funds in Your User Account shall not accrue any linkage differentials and/or interest and are not insured, (d) You are at least 18 years old or such other higher minimum legal age in any jurisdiction applicable to You as required to use the Services, and You are of sound mind and You are capable of taking responsibility for Your own actions, (e) You will cooperate with the Company and provide it with all requested documentation in a full, complete and truthful manner, (f) You have verified and determined that Your use of the Services does not violate any laws or regulations of any jurisdiction applicable to You, (g) You are responsible for
recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable due to Your use of the Services (including, but not limited to, payment and receipt of Winnings); however, You acknowledge and agree that the Company may withhold and pay any taxes and/or fees and expenses required in connection with Your User Account, the purchase of the Tickets, the Winnings and the collection and cashing out of funds in Your User Account, (h) You will use the Services in good faith towards Us and others using the Services, (i) the Company may at its sole discretion, open, maintain and/or close Your User Account, as well as seize, retain and/or hold all or part of the funds held in Your User Account and recover and/or forfeit any and all Winnings paid to You and/or to which You are to receive, and that any decision by the Company shall be final and not subject to dispute or appeal, (j) You shall be fully and solely responsible for maintaining the confidentiality of Your User Account details (including, but not limited to, Your User name and password required for entering Your User Account), and for any and all actions and transactions taken in connection with Your User Account by anyone who enters Your User Account while using Your User Account details, and all such actions and transactions shall be deemed as actions and transactions taken by You, (k) You shall bear the full and sole responsibility for an unauthorized use of Your User Account, (l) You will immediately inform the Company of any suspected unauthorized use of Your User Account, (m) You shall not make any charge backs and/or deny or reverse any payment made by You in connection with the Services, and You shall reimburse the Company for any loss, cost and/or damage it incurs as a result of any such action by You, and in any event You will promptly pay any and all of Your debts to the Company, and (n) You shall indemnify Us and hold Us harmless, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of this Agreement by You, and any other liabilities arising out of Your use of the Services or any unauthorized use of the Services by any third party using Your User Account details. 4.4 The Company has no obligation to maintain User names or passwords. If You misplace, forget or lose Your User name or password, the Company shall not be liable for any direct or indirect loss associated with such occurrence. 4.5 You further represent, warrant, acknowledge and undertake that (a) You will not use Your User Account and will not allow any third party to use Your User Account for any illegal, unlawful, fraudulent, money laundering or other improper activities ( Illegal Actions ), (b) in case You will perform any Illegal Action (and/or allow a third party to perform an Illegal Action) the Company shall be entitled to disclose any and all of content of Your User Account (including, but not limited to, personal identifiable information) to the relevant authorities, and to suspend and/or cancel Your User Account and confiscate any and all funds in Your User Account, (c) You shall be solely responsible for all losses, liabilities and damages incurred as a result of any Illegal Action performed by You (and/or allow a third party to perform an Illegal Action) and You shall indemnify Us for any such losses, damages and liabilities incurred from such activity, (d) You have not had a User Account in the past which was terminated or suspended by the Company, (e) the means of payment's
information You provided the Company is owned by You and in Your name (or that the owner of the means of payment provided You with all required consent to use that means of payment for using the Services, and You are acting within the confines of that consent) and were not stolen or reported as lost, (f) the Company is not obligated in any form or manner to validate the consent granted to You by the owner of the means of payment which You use, and (g) You are not and You have not notified Us that You are addicted to gambling. 4.6 The Company shall be entitled to inform relevant authorities, online service providers, banks, credit card companies, electronic payment providers or other financial institutions or relevant authorities and/or entities of Your personal identifiable information and of any suspected unlawful, fraudulent or improper activity performed by You or via Your User Account, and You will cooperate fully with the Company to investigate any such activity. 4.7 To use the Services, You will be required to provide the Company with details of means of payment and/or transfer funds into Your User Account by any of the methods specified by the Company. If You transfer funds into Your User Account, such funds will be deposited into Your User Account upon actual receipt of funds by the Company. Minimum and maximum limits may be applied in respect of transferring funds into and out of Your User Account, depending upon Your history with the Company, the method of deposit, and other factors as determined solely by the Company. The Company will debit Your User Account and/or the means of payment You provided at any time in which You place a request to use the Services. In some instances, debiting the means of Payment You provided may not be successful in the initial attempt to debit it, and in such instances the Company will make additional attempts to debit the means of payment, which may incur charges, fees and/or commissions charged by third parties such as banks, credit cards, and such charges, fees and/or commissions will be borne by You. 4.8 When You deposit funds into Your User Account, the Company may require the following: (i) a copy of a valid identification document with a photo of Yours, (ii) a copy of the credit card used to make the deposit (front side with only the 4 last digits of the credit card number visible, back side with the CVV covered), and (iii) a copy of a recent utility bill in Your name and address. In order to avoid any delays in processing Your cashout requests, You should comply with any such requests of the Company as soon as possible. In some instances the Company may require receipt of such documents prior to performing any activity in Your User Account. You may send such documents by scanning them or taking a high quality digital camera picture, save them as jpeg file and send them via email to service@smarterlottery.com. 4.9 Your request to use the Services is subject to sufficient funds in Your User Account to pay the Consideration or the provision of means of payment which allow the payment of the Consideration. If the funds in Your User Account are insufficient for the payment of the Consideration or the means of payment provided by You do not allow the payment of the Consideration, for any reason whatsoever (including, but not limited to, any limits placed by You, and any chargebacks or withdrawal of
funds), the Services will not be provided to You, regardless of whether Your request was registered with the Company or not; this will also be applied in case in which there is any change in the Consideration required by the Company, even if that change occurred after You have requested the Company to use the Services or after Your request has been registered with the Company. The Company is under no obligation to notify You of any such occurrence, and it is Your sole responsibility to confirm that there are sufficient funds in Your User Account to pay the Consideration or that the means of payment provided by You allow the payment of the Consideration. You hereby release, indemnify and hold Us harmless from any claims, liabilities, damages, losses, costs and expenses arising from the Company s decision not provide You the Services due to lack of funds, in whole or in part, in Your User Account or the lack of possibility to debit the means of payment provided by You, in whole or in part. 4.10 You acknowledge that the chances of winning any Winnings are low; as such, You should only pay for the Services with money that You can afford to lose. We make no representations as to the chance to win Winnings and You should not rely on the potential Winnings as a source of wealth. 5. THE SERVICES 5.1 After Your request to use the Services is recorded with the Company, the Company will (subject to the provisions of this Agreement) allow You to use the Services, and where provided in connection with a Syndicate also in accordance with the Rules. 5.2 Where possible, the Company will allow You to request to choose certain characteristics in connection with the Services (e.g., the numbers to be chosen), subject to the availability of such characteristics in the relevant lottery draw and subject to the availability of such an option as provided by the Company. 5.3 It is hereby clarified that the Consideration is higher than the face value of the Tickets purchased on Your behalf (the "Face Value"), and You hereby acknowledge that the difference between the Consideration and the Face Value represents a fair compensation for the Company in connection with the Services it provides to You. You hereby waive any claim or argument in connection with the difference between the Consideration and the Face Value, including, but not limited to, the fairness and appropriateness of such difference. 5.4 Once the Tickets are purchased on Your behalf, they will be held and stored by the Company or on its behalf. A scanned copy of such Tickets will be delivered to You via email or available in Your User Account. It is hereby clarified that the recording of Your request (as opposed to executing it) to purchase Tickets does not amount to purchasing the Tickets, and We will not be held liable in connection with any such request where the Company did not purchase Tickets on Your behalf, including (but not limited to) where such occurrence was due to human and/or technical errors and/or failures. It is Your sole responsibility to confirm that Tickets
were purchased on Your behalf according to Your request and that the relevant characteristics You requested, to the extent supported, were recorded and followed by the Company. 5.5 Without derogating from the provisions of section 5.4, it is hereby clarified that all requests to purchase Tickets must be made at least 24 hours prior to the time of the lottery game or draw in respect of which the request to purchase Tickets was made (the "24 Hours Period"); where the lottery game or draw is played and/or performed during or adjacent to a national holiday, bank holiday or any other day which is not a business day, then the 24 Hours Period shall commence 24 hours prior to the beginning of such national holiday, bank holiday or any other day which is not a business day, and will also include the period of such national holiday, bank holiday or any other day which is not a business day. The Company is under no obligation to purchase Tickets if the request to purchase Tickets was made during the 24 Hours Period. Without derogating from the above, the Company may purchase Tickets on Your behalf even if the request to purchase it was made during the 24 Hours Period, but is under no obligation to do so. If purchasing Tickets on Your behalf was not approved due to the fact that the purchase request was made during the 24 Hours Period, the Company will purchase similar (as far as possible) Tickets for the next lottery game or draw. 5.6 The participation in the lottery draw is subject to, and in accordance with, the terms and conditions of this Agreement and the laws, rules, terms and conditions under which the lottery draw is performed by the Operator. 5.7 You may cancel the Services by sending an email to that effect to Service@Smarterlottery.com, and receive all funds paid by You, save for the funds which have already been committed to purchase Tickets. It is Your responsibility to confirm that the cancellation notice was received by the Company, and We will not be liable for any direct or indirect loss or damage caused due to not receiving such a cancellation notice. In case in which You received some kind of benefit from the Company in connection with the Services cancelled, the Company will charge You for such benefits upon cancellation. 5.8 Where You participate in a Syndicate, You will be entitled to receive a portion of the Winnings attributed to You in accordance with the Rules and subject to all other provisions of this Agreement, subject to any fee to be paid to the Company. 5.9 Where You participate in a Syndicate, if not all of the shares of a Syndicate are purchased, then the Company may, at its sole discretion, (i) fill in by itself the remainder of the shares of that Syndicate, or (ii) not purchase any Tickets in connection with that Syndicate; the Company is under no obligation to provide You any notice to that effect, and it is Your sole responsibility to verify that the Company has purchased Tickets in connection with that Syndicate. If no Tickets are purchased in connection with that Syndicate, You will not be charged for the Tickets.
5.10 It is hereby clarified that the numbers to be used in connection with a Syndicate could change at the Company's sole discretion. The numbers thus shown are solely for illustration purposes, and could be altered prior to the draw and between draws; You are not provided with any right to the numbers thus shown. 6. RESULTS OF DRAWS AND WINNINGS 6.1 The results of the lottery draw, as published by the Operator, will be published on the Company's website after they are published by the Operator. For the avoidance of doubt, only the final results of the lottery draw as published by the Operator will determine the Winnings, and in any case in which the results published on the Company's website differ from the results published by the Operator, the results published by the Operator will be the sole results that will determine the Winnings. 6.2 Following the publication of the results of the lottery draw by the Operator, the Company will notify the Users who are entitled to receive Winnings in connection with that lottery draw; such notification will be done solely via the User Account. We will not be liable to You in connection with any error (including, but not limited, any error due to human and/or technical errors) in any notification (or lack of) regarding Winnings provided to You, including, but not limited to, errors in the determination of any entitlement to Winnings (whether You were wrongly or mistakenly notified You are entitled to Winnings, and/or whether You were wrongly or mistakenly not notified that You are entitled to Winnings (including, but not limited to, where such error caused You to receive an amount smaller than the amount of Winnings You were entitled to absent such error, or no amount whatsoever)) and/or the amount of Winnings, whether such error was performed by Us or by any other third party. It is hereby clarified that it is Your duty and obligation to review the official results published by the Operator to determine Your entitlement to any Winnings. 6.3 Following the determination of the Winnings, the Company will collect the Winnings from the Operator (subject to the provisions of sections 6.4 and 6.5). For this purpose, You hereby provide the Company (and anyone on its behalf) with an irrevocable power of attorney for the collection of Winnings, to perform any action and execute any document and/or agreement for the purpose of collection of the Winnings. You also agree to perform any action and execute any document and/or agreement required for the purpose of implementing this power of attorney and collecting the Winnings. 6.4 Without derogating from the provisions of section 6.3, You hereby acknowledge that in some instances, the Operator at its sole discretion may require You to collect the Winnings in person from the Operator at the Operator s jurisdiction (or any other place) or require You to perform any other act in person; in which case you hereby absolve Us of any obligation and/or duty to collect the Winnings, and it is Your responsibility to collect such Winnings (including, but not limited to, bear all costs and/or expenses associated with such collection).
6.5 Where the Winnings attributed to any single Personal Ticket or Single Ticket are higher than USD 500, then the Company, at its sole and absolute discretion, will decide whether it will collect the Winnings (in which case section 6.3 shall apply) or that You will collect the Winnings (in which case section 6.4 shall apply). 6.6 If the Company collects the Winnings, then - where it is possible to receive the Winnings in a lump sum or in installments - the Winnings will be received in a lump sum, even if such choice carries with it diminution in the Winnings due to (without limitation) taxes, penalties, fees and/or the rules, terms and conditions of that lottery draw. 6.7 The Company will deduct handling charges, fees and/or commissions, including charges, fees and commissions to be paid to the Company, from the Winnings to be paid to You. Without derogating from the above, the Company shall deduct 10% (ten percent) from any Winnings, and such amount will be part of the Consideration. Such 10% are used for promotional efforts of the Company. 6.8 You will receive such funds only after (and in accordance with) the payment of Winnings by the Operator. For this purpose, You acknowledge that taxes, levies and duties may be withheld or paid from the Winnings, either by the Operator or by the Company. Without derogating from the above, You will be responsible for the payment of any and all taxes, levies and fees due by You in connection with the collection and receipt of the Winnings. 6.9 If any errors result in overpayment of any sum to You, You shall not be entitled to such sum. You shall immediately inform the Company of the error and shall repay the Company any sum credited to You in error (as directed by the Company) or the Company may, at its sole discretion, deduct an amount equal to such sum from Your User Account and/or set off such amount against any money owed to You by the Company (including, but not limited to, the Winnings). 6.10 You hereby acknowledge and agree that Your personal details (and any other details) will be provided to the Operator, if so required, and that this may be a precondition for the collection of the Winnings. 7. CASHOUTS 7.1 Acceptance of a cashout request is subject to any deposit method restrictions, transaction and withdrawal limits and security reviews (and any other terms of this Agreement); in this respect, please be advised that the minimum amount for a cashout is AUD 20 (or the equivalent amount in any other currency). Cashouts shall be made by cheque, wire, credit card and/or any other manner which the Company selects at its sole discretion, although the Company will try to accommodate Your preferences as indicated by You.
7.2 The Company may report, withhold and deduct any amount from Your User Account in order to comply with any applicable law. 7.3 Subject to the provisions of this Agreement and any other agreement or policy, You may request to withdraw funds in Your User Account at any time, by clicking on "Withdrawal Request". Withdrawal Requests are approved on the 10 th or 25 th of each month, and payments according to approved Withdrawal Requests are made between 2 to 10 business days from the time in which the Withdrawal Requests are approved, although there may be delays due to any security review undertaken by the Company and where the Company holds any such payments in accordance with this Agreement. 7.4 The funds in Your User Account can be withdrawn in AUD. In any case in which the funds in Your User Account are held in any other currency, the Company will convert the funds into AUD, in accordance with the valid exchange rates as determined by the Royal Bank of Scotland. Any fees and costs incurred in connection with such conversion will be deducted from the funds cashed out. 7.5 The Company charges a commission of AUD 2 for any cashout; in addition, there may be third party fees, commissions and/or costs incurred in connection with such cashouts (including, but not limited to, conversion charges, fees and/or commissions) and these will be deducted from the funds cashed out. The Company will process a cashout request only if the cashout amount is sufficient to cover any and all third party fees, commissions and costs involved with such a cashout request. 7.6 The Company retains the right to withhold any payments to You, in the event that it believes or suspects (at its sole and absolute discretion) that You may be engaging in or have engaged in fraudulent, unlawful or improper activity, or if the Company has any concerns about the operation of Your User Account or the cashout request. In such cases, the Company may commence and/or be involved in and/or assist any investigation into such circumstances (including, but not limited to, by way of disclosing any relevant information, including Your personal identifiable information, to any third party), and You agree to assist and cooperate with any such investigation. 8. FRAUDULENT ACTIVITIES 8.1 The Company holds a zero tolerance fraud policy, and takes all measures possible to prevent it. 8.2 If, at the Company's sole and absolute discretion, You are found to have cheated or attempted to defraud the Company or any other User (or suspected of such activity), including but not limited to manipulation or payment fraud, or if the Company suspects You of fraudulent activity, including (but not limited to) chargebacks, reversal of payment and/or use of stolen payment means, or of any illegal or prohibited activity (including, but not limited to, money laundering) or if Your deposits or payments failed to be honored for any reason, the Company reserves
the right to withhold payments to Your Account (including, but not limited to, Winnings) and/or cashouts, suspend or terminate Your User Account and all related User Accounts, seize and/or confiscate all funds contained within and recover bad debts using whichever method may be available to the Company. For the avoidance of doubt, it is hereby clarified that nothing within this Agreement will preclude the Company from utilizing any other remedy available to it in respect of any matter relating to this Agreement. 9. ANTI-MONEY LAUNDERING The Company does not tolerate money laundering and supports the fight against money laundering. For this purpose, the Company uses, inter alia and without derogating from any other provision of this Agreement, the following policies: ensuring Users have valid proof of identification; maintaining records of identification information; determining that Users are not known or suspected terrorists by checking their names against lists of known or suspected terrorists; closely following Users' money transactions; and Not accepting cash, money orders, third party transactions, exchange houses transfers or Western Union transfers. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 All the rights, including the intellectual property rights (including, but not limited to, patents, copyright, trademarks, service marks, logos, trade names, and know-how) concerning the Company's business, website, and all of its content (including, but not limited to, software and programs, files, video, audio, music, pictures, images, photographs, graphics, animations, pictures, text and software) and/or the Services (collectively the Rights"), are and shall remain the sole and exclusive property of the Company. You may not use any of the Rights without the express prior written approval of the Company, except as explicitly stated in this Agreement, and You shall not, by using the Services or otherwise, acquire any rights in any of the Rights. Without derogating from the above, You are strictly prohibited from: (i) copying. redistributing, publishing, reverse engineering, decompiling, disassembling, modifying, translating or making any attempt to access the source code of the Services and/or any content within the Company's website to create derivate works of the source code; (ii) selling, assigning, licensing, sublicensing, transferring, distributing any content of the Company's website and/or the Services, and (iii) making the Services (or any part thereof) available to any third party. 10.2 Without derogating from the generality of the foregoing, it is hereby clarified that "Smarter Lottery" is the Company's trademark, and any use thereof or of similar signs or marks is prohibited and will constitute a violation of the Company s rights.
10.3 All content and use of the Company's website and the Services is for personal, non-commercial use only. Any other use is strictly prohibited and You will be solely liable for any damages, costs or expenses arising out of or in connection with the commission of any such use. 11. LIMITATION OF LIABILITY 11.1 We shall not be liable in contract, tort, negligence, or otherwise, for any loss or damage whatsoever arising from or in any way connected with Your use of the Company's website and/or Services and/or the provision of the Services, whether direct or indirect, incidental, special or consequential, including, but not limited to, damage for loss of business, loss of profits, loss of revenue, loss of Winnings, business interruption, loss of business information and/or loss of data (even where We have been notified by You of the possibility of such loss or damage). The Company shall make commercially reasonable efforts to prevent any malfunctioning of the Services. However, in any event of a technical failure in the Services, the Company will be entitled to, in addition to other remedies, cancel Your use of the Services, concerning which the malfunctioning has occurred. In such an event, Our sole responsibility and liability will be limited only to the Consideration that was paid by You for participation in the Services cancelled. 11.2 In addition to the above, it is clarified that We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, data or information and any direct or indirect loss which arises from these occurrences. We are not responsible for any problems or technical malfunction of any telephone network or lines, computers, systems, servers or providers, computer equipment, software, emails or for traffic congestion on the internet or at any website. 11.3 We reserve the right to cancel, terminate, modify or suspend the Services if for any reason, the Services cannot be conducted as planned, including - but not limited to - infection by computer virus, bugs, tampering or unauthorized intervention, fraud, technical failures or any other causes beyond the Company's control. 11.4 We make no representations about the suitability, reliability, availability, timeliness and accuracy of the Services and/or the information contained and/or offered on the Company's website for any purpose. All information and Services are provided "as is" without warranty of any kind. We hereby disclaim all warranties with respect to the Services and/or information contained or offered on the Company's website, whether express or implied. In any event, We shall have no liability with respect to any damage or loss that was caused due to reliance, of any type, on the information or any other publication or content appearing on the Company's website. 11.5 We shall not be responsible or liable to You in the event of systems or communications errors, bugs or viruses relating to the Services and/or Your User Account or which will result in damage to Your hardware and/or software and/or data.
We shall not be liable for any damage caused as a result of any attempt by You (or on Your behalf) to use the Company's website and/or Services by any methods, means or ways not intended by the Company. 11.6 We shall not be responsible or liable for any actions or omissions of internet service provider or any other third party which provides You with access to the Company's website and/or the Services. 11.7 You will use the Company's website and Services at Your own risk, and We shall not be responsible for any damage or loss You shall incur as a result of modifications, enhancement, termination, suspension or discontinuation of the Company's website or any of the Services. We will not be responsible for any damage or loss You shall incur as a result of Your use or reliance on the content of any website to which links appear on the Company's website. Any third-party links, services, resources and information that We provide on or make available through the Company's website are not controlled by Us. Accordingly, We make no warranties regarding such third-party services, resources and information, and We will not be liable for Your use of or reliance on such third-party services, resources or information 11.8 You will indemnify and hold Us harmless against all direct and indirect claims, liabilities, damages, losses, costs and expenses arising from Your breach of this Agreement. We reserve the right to withhold and/or deduct any payments and sums due to Us in connection with this indemnification obligation, from Your User Account and/or from any funds due to You (including, but not limited to, Winnings). 11.9 We shall not be liable for failure and/or delay to perform any obligation under this Agreement (in whole or in part), including, but not limited to, the purchase of Tickets, the fulfillment of the choices You made in connection with the characteristics of the Tickets when using the Services, collection of Winnings, choice or manner of the collection of Winnings, any requirement of any third party in connection with the collection of the Winnings and/or tax requirements and payments. Without derogating from the above, We will not be liable to You in connection with anything related to the Winnings, including, but not limited to, any act or omission on Our behalf which has caused receipt of a smaller amount of money than the Winnings, or no Winnings at all, and/or (ii) any circumstances which have caused the Operator not to distribute the Winnings for any reason whatsoever; and You hereby waive any claim and/or argument in this respect. 11.10 THE SERVICES AND THE SOFTWARE USED IN CONNECTION THEREWITH ARE PROVIDED "AS IS", AND WE MAKE NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY, NON INFRINGEMENT OF THIRD PARTY'S RIGHTS OR OF APPLICABLE LAWS, RULES AND REGULATION
(INCLUDING, BUT NOT LIMITED TO, ANY OPERATOR'S RULES), OR THAT THE SERVICES AND THE SOFTWARE USED IN CONNECTION THEREWITH WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR WILL BE FREE OF VIRUSES OR BUGS OR AS TO RESULTS OR THE ACCURACY OF ANY INFORMATION THROUGH THE SERVICES. 12. COMPLAINTS If You have any complaints, claims or disputes with regard to the Services, You must submit Your complaint to the Company in writing as soon as is reasonably practicable following the occurrence of the event to which the complaint, claim or dispute refers. Complaints may be submitted by email to Service@Smarterlottery.com, or via our Contact Us Page indicating Your claim/complaint with maximum description and details. We will respond to any communication within two business days. 13. MISCELLANEOUS 13.1 The Company may, at its sole discretion, refuse to register and provide a User Account to anyone, refuse to provide Services to You and/or and close any User Account. 13.2 The Company shall be entitled, at its sole discretion and without any prior notice, to change, amend, modify, remove or discontinue, from time to time, any of the Services with immediate effect. We shall not be liable for any loss suffered by You resulting from any changes made and You shall have no claims against Us in such regard. 13.3 The Company may, at its sole discretion, transfer or assign this Agreement (in whole or in part) to any third party without any prior notice; without derogating from the above, any of the Services may be operated by third parties. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under this Agreement. 13.4 You understand that You will receive electronic communications from the Company, posted on the website operated by the Company and/or sent to You via e- mail. All such communications will be considered "in writing" and will be considered received by You within 24 hours from the time in which the notice was posted on the Company s website or sent to You via e-mail. 13.5 This Agreement constitutes the entire agreement between the Company and You with respect to the subject matter hereof and supersedes any and all prior agreement between the Company and You in relation to the same. You confirm that, in agreeing to accept this Agreement, You have not relied on any representation made
by Us. Any representation, promise, undertaking or consent, whether verbal or in writing, which is not included in this Agreement, will not be valid. 13.6 The failure of the Company at any time in enforcing any right or remedy under this Agreement shall not be construed as a waiver of any future or other exercise of such right or remedy. 13.7 This Agreement shall be governed by and construed in accordance with the laws of Malta, excluding its choice of law provisions. You irrevocably agree to submit to the exclusive jurisdiction of the courts of Malta for settlement of any disputes or matters arising out of or concerning this Agreement or its enforceability, and You will not argue that the courts of Malta are not the proper venue for the settlement of such disputes. 13.8 If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. 13.9 You acknowledge that Your failure to comply with this Agreement may result in disqualification, the suspension and/or termination of Your User Account, forfeiture of funds and/or legal action against You. 13.10 The Company is entitled to amend this Agreement with immediate effect at any time and post the amended version on the Company s website, and to do so according to its absolute and exclusive discretion, and without providing any notice in advance. It is Your sole responsibility to review this Agreement and any amendments, before performing any activity in connection with this Agreement. Any use by You of the Services after making such an amendment shall be deemed as Your awareness and acceptance of any amendment of this Agreement, and the amended Agreement shall apply to You and You shall be subject to the provisions of the amended Agreement. If any amendment of this Agreement is unacceptable to You, Your only recourse is to terminate this Agreement. 13.11 This Agreement has been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of this Agreement and the English language version, the meaning of the English language version shall prevail. 13.12 The Company may, at any time, set off any positive balances in Your User Account and/or any sums due to You (including, but not limited to, Winnings) against any amount owed by You to the Company.
13.13 The Company reserves the right to limit or refuse any activity and/or request made by You or through Your User Account. 13.14 Unless explicitly stated in this Agreement, nothing in this Agreement shall: (i) be construed as creating any agency, arrangement, partnership, joint venture, trust of fiduciary relationships or any other similar relationship between You and Us; (ii) create or confer any rights or benefits to any third party, or (iii) grant You any security interest in any asset of Us, including (but not limited to) any sum held in Your User Account and/or due to You.