Cloudbet Fighter fund Terms & Conditions

1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms and Conditions ("Terms") govern applications to and participation in the Cloudbet Fighter Fund (the "Fund") operated by Halcyon Super Holdings B.V. ("Company," "we," "us," or "our").

1.2 The Fund is a strategic marketing and sponsorship initiative funded entirely from the Company's own capital for commercial purposes. The Fund is not a charitable organization, philanthropic program, or grant-making body. The Fund is not a regulated investment fund, collective investment scheme, or financial services product. The Company is not acting as a fund manager, investment adviser, or financial services provider in operating the Fund. The Fund operates solely as a direct commercial sponsorship program whereby the Company provides support to MMA athletes in exchange for marketing, promotional, and brand representation services.

1.3 By submitting an application to the Company, you ("Applicant," "Fighter," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms.

1.4 These Terms, together with any executed Insertion Order ("IO"), constitute the entire agreement between the parties regarding sponsorship by the Company under the Fund.

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2. ELIGIBILITY

2.1 The Fund is open exclusively to professional MMA athletes competing at any professional level.

2.2 Applicants must:

Be at least 18 years of age (or the age of majority in their jurisdiction, whichever is higher);
Hold an active professional MMA fighter license from a recognized athletic commission or governing body;
Not be currently suspended or banned from competition by any athletic commission or MMA organization; and
Comply with all applicable laws and regulations in their jurisdiction.

2.3 The Company reserves the right to verify eligibility and request supporting documentation at any time.

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3. APPLICATION PROCESS

3.1 Applications must be submitted through the designated application form on the Company's website.

3.2 All information provided must be accurate, complete, and truthful. False or misleading information may result in immediate disqualification and termination of any existing sponsorship.

3.3 Submission of an application does not guarantee acceptance or funding.

3.4 The Company reserves absolute discretion in evaluating applications and is under no obligation to provide reasons for rejection.

3.5 Processing times vary, and the Company makes no commitments regarding application review timelines.

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4. SELECTION AND FUNDING

4.1 Selection criteria may include, but are not limited to:

Athletic performance and potential;
Professional conduct and reputation;
Alignment with Company brand values;
Social media presence and engagement;
Proposed use of funds; and
Geographic market relevance.

4.2 Fund deployment may take various forms including, but not limited to:

Direct monetary support for training and living costs;
Provision of equipment and apparel;
Access to coaching, nutrition, or recovery services; and
Financial support to training facilities.

4.3 All funding decisions, amounts, and forms of support are at the Company's sole discretion.

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5. INSERTION ORDER AND CONTRACTUAL RELATIONSHIP

5.1 If an application is approved, the Fighter and the Company will execute an IO setting out, amongst other things:

Specific funding amount and/or support provided;
Duration of sponsorship;
Fighter deliverables and obligations;
Payment terms and schedule;
Brand representation requirements;
Performance metrics and reporting obligations; and
Termination conditions.

5.2 No sponsorship relationship exists until an IO is fully executed by both parties.

5.3 These Terms are incorporated into and form part of each IO. In case of conflict between these Terms and an IO, the IO shall prevail.

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6. FIGHTER OBLIGATIONS

6.1 Sponsored Fighters must:

Use Fund support exclusively for the purposes specified in the application and IO;
Maintain professional conduct consistent with the Company's brand reputation;
Comply with all applicable anti-doping policies and regulations;
Provide agreed-upon brand promotion and marketing deliverables;
Report on use of funds as required in the IO; and
Promptly notify the Company of any material changes in competitive status, suspensions, or legal issues.

6.2 Fighters must not engage in conduct that:

Violates laws or regulations;
Brings the Company into disrepute;
Conflicts with the Company's business interests; or
Violates the terms of their professional licenses or organizational memberships.

6.3 Fighters will not disparage the Company or any of its officers, directors, or employees. If the Company believes that a Fighter has breached this provision, the Fighter shall have 24 hours to rectify the situation or remove the disparaging content upon receiving written notice from the Company, failing which the Company reserves the right to commence legal proceedings and/or terminate the sponsorship immediately. For the purpose of this clause, "disparage" shall mean making any negative comment or statement, whether written or oral, about the Company or any of its officers, directors, or employees, including, without limitation, comments or statements made or transmitted in the press, on the internet or on social media sites. The Fighter's obligations with respect to anti-disparagement shall survive termination of this agreement.

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7. INTELLECTUAL PROPERTY AND BRAND USAGE

7.1 The Company grants Fighters a limited, non-exclusive, non-transferable license to use Company trademarks and branding materials solely as specified in the IO and for the duration of the sponsorship.

7.2 All Company intellectual property remains the exclusive property of the Company.

7.3 Fighters grant the Company a perpetual, worldwide, royalty-free license to use their name, image, likeness, competition footage, and biographical information for marketing, promotional, and commercial purposes related to the Company's business.

7.4 Either party may terminate the license grants upon termination of the sponsorship, except that the Company may continue to use historical marketing materials featuring the Fighter.

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8. EXCLUSIVITY AND CONFLICTS

8.1 Specific exclusivity requirements will be set forth in the IO.

8.2 Fighters must disclose all existing sponsorships and endorsements that may conflict with the Company's business, including but not limited to other gambling operators, sportsbooks, or casinos.

8.3 Fighters may not enter into conflicting sponsorship arrangements during the term without prior written consent from the Company.

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9. COMPLIANCE WITH LAWS AND REGULATIONS

9.1 Fighters must comply with all applicable laws, rules and regulations, including:

Athletic commission rules and regulations;
Tax obligations related to sponsorship income;
Disclosure requirements of athletic organizations; and
Advertising and endorsement regulations.

9.2 Fighters are solely responsible for understanding and complying with rules of organizations they compete in regarding sponsorships, including disclosure requirements.

9.3 The Company operates under a Curaçao gaming license. Fighters acknowledge awareness of this and accept responsibility for compliance with any restrictions this may impose on their promotional activities.

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10. TERMINATION

10.1 The Company may terminate any sponsorship immediately if:

The Fighter materially breaches these Terms or the IO;
The Fighter engages in conduct detrimental to the Company's reputation;
The Fighter fails an anti-doping test or is suspended by an athletic commission;
The Fighter is charged with or convicted of a criminal offense;
The Fighter provides false information; or
The Fighter becomes ineligible to compete professionally.

10.2 Either party may terminate as specified in the IO.

10.3 Upon termination:

All unpaid funding obligations may cease (unless otherwise specified in the IO);
The Fighter must immediately cease using Company trademarks and branding;
The Fighter must return any Company property; and
Certain obligations may survive termination as specified in the IO.

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11. REPRESENTATIONS AND WARRANTIES

11.1 By applying, Fighters represent and warrant that:

All application information is accurate and complete;
They have the legal capacity to enter into this agreement;
They are not bound by any conflicting agreements; and
They will comply with all applicable laws and athletic regulations.

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12. INDEMNIFICATION

12.1 Fighters agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from (i) the Fighter's breach of these Terms or any IO, or (ii) the Fighter's negligent or willful misconduct.

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13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by law:

The Company's total liability shall not exceed the total amount of support provided to the Fighter;
The Company is not liable for indirect, incidental, consequential, or punitive damages; and
The Company is not responsible for injuries sustained during athletic activities.

13.2 The Company makes no warranties regarding career outcomes or competitive success resulting from sponsorship.

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14. PRIVACY AND DATA PROTECTION

14.1 Personal information collected through applications will be processed in accordance with the Company's Privacy Policy.

14.2 Fighters consent to the collection, use, and sharing of their personal information as necessary for administering the Fund and fulfilling sponsorship obligations.

14.3 The Company may publicly announce sponsorship relationships unless otherwise agreed in writing.

14.4 In the event Fighters are provided with any personal data in connection with sponsorships hereunder, Fighters must at all times comply with all applicable data protection laws and regulations (including, without limitation, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation (2016/679)), and any other related or similar legislation.

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15. CONFIDENTIALITY

15.1 Fighters acknowledge that they may have access to confidential and proprietary information of the Company, including but not limited to (i) financial terms of the sponsorship (amounts, payment schedules), (ii) the Company's business strategies, operations, and marketing plans, (iii) trade secrets and proprietary information, (iv) internal business information and communications, (v) draft agreements and negotiation terms, (vi) the Company's sponsorship strategies and budgets, and (vii) any information marked as confidential or that would reasonably be considered confidential (collectively, “Confidential Information”).

15.2 Fighters agrees to:

Maintain the strict confidentiality of all Confidential Information;
Not disclose Confidential Information to any third parties without the Company's prior written consent;
Use Confidential Information solely for purposes of the sponsorship relationship with the Company; and
Take all reasonable precautions to protect Confidential Information from unauthorized disclosure.

15.3 The Fighter's confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of this agreement by the Fighter
Was lawfully in the Fighter's possession prior to disclosure by the Company
Is lawfully received from a third party without confidentiality restrictions
Must be disclosed pursuant to law, court order, or regulatory requirement (provided the Fighter gives the Company prompt notice where legally permitted to allow the Company to seek protective measures)

15.6 The Fighter's confidentiality obligations survive termination of the sponsorship indefinitely.

15.7 Fighters acknowledge that breach of these confidentiality obligations may cause irreparable harm to the Company for which monetary damages are insufficient, and that the Company shall be entitled to seek injunctive relief in addition to any other available remedies at law or in equity.

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16. TAX OBLIGATIONS

16.1 Fighters are solely responsible for all tax obligations arising from sponsorship, including income tax, VAT, or other applicable taxes in their jurisdiction.

16.2 The Company may be required to report payments to tax authorities and may issue tax forms as required by law.

16.3 Fighters should consult with tax professionals regarding their obligations.

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17. AMENDMENTS

17.1 The Company reserves the right to modify these Terms at any time by posting updated Terms on the website.

17.2 Continued participation in the Fund after amendments constitutes acceptance of modified Terms.

17.3 Individual IOs may only be amended by written agreement signed by both parties.

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18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1 These Terms and any IO shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any IO (including non-contractual disputes or claims).

18.3 Nothing in this section limits the Company's right to seek injunctive relief or other equitable remedies in any court of competent jurisdiction for breaches involving intellectual property, confidential information, or unauthorized use of Company branding.

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19. GENERAL PROVISIONS

19.1 These Terms and any executed IO constitute the entire agreement regarding the subject matter and supersede all prior agreements and understandings.

19.2 If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

19.3 Failure to enforce any provision does not constitute a waiver of that provision.

19.4 Fighters may not assign their rights or obligations without prior written consent. The Company may assign its rights and obligations at any time. Fighters will have no authority to make or accept any offers or representations on the Company's behalf.

19.5 The relationship is that of independent contractors. Nothing creates an employment, partnership, or joint venture relationship.

19.6 Neither party is liable for failure to perform due to circumstances beyond reasonable control.

19.7 All notices must be in writing and delivered to the addresses specified in the IO or application.

19.8 Provisions regarding intellectual property, indemnification, limitation of liability, and confidentiality survive termination.

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BY SUBMITTING AN APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.