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TRITON M LIMITED AND THE RELATED PARTIES

Triton Poker Series
Live Events Agreement


(Players, Commentators, Talents, Spectators, or any other capacity).


This Triton Poker Series Live Events Agreement ("Agreement") is entered into by and between you (“Participant”) and Triton M Limited, a company incorporated in Malta with Company Number C 90696 with its registered office at 85, St. John Street, Valletta, VLT1165, Malta for and on behalf of and for the benefit of itself and for and on behalf of and for the benefit of the Related Parties (as defined herein) (hereinafter collectively referred to as “Triton”). 


WHEREAS, Triton is an organiser of prestigious poker tournaments, cash games invitationals, and other variations of poker related Festivals (and such other activities related thereto) under the brand names of "Triton Poker Super High Roller Series”, “Triton Cash Games Invitationals”, “Triton One”, “Triton Million” and such other brand names as may be used in the future, on such dates and at such locations as may be determined from time to time by Triton (each a “Festival” and collectively “Festivals”);


WHEREAS, Triton will be producing contents in various forms (including the tracking and display of the Players’ play actions (call, bet, raise, fold, chip stacks, buy ins, win/loss, etc) ("Play Actions") during the Festivals and that the aforesaid and the name, likeness, image, voice, appearance and/or game play/performance of the Participant at the Festivals may be included as part of any such production;

WHEREAS, the Participant is desirous of participating in such Festivals in the capacity of, as the case may be, a player, commentator, other talents, spectator, or in any other role or capacity, and has been informed and understands that the Festivals will be part of a production by Triton; 

WHEREAS, in consideration of Triton permitting the participation of the Participant in the Festivals, the same is subject to the condition that the Participant wholly, unconditionally and unequivocally agree to the terms and conditions set forth in this Agreement, and that the Participant understands the scope and nature of this Agreement and voluntarily, knowingly and unconditionally agrees to the terms and conditions of this Agreement;


WHEREAS, the Participant acknowledges that he has read the contents and analysed the implications of each provision and fully understands this Agreement and acknowledges receipt of reasonable and fair consideration from Triton, being the consent of Triton to participate in the Festivals.


NOW THEREFORE, in consideration of being allowed to participate in the Festivals, the Participant hereby irrevocably and unconditionally agrees to the terms and conditions of this Agreement as set forth below.

DEFINITIONS AND INTERPRETATION

  1. Definitions: The following terms shall have the following meanings, unless the context otherwise requires:
    1. Agreement:
      means this Agreement and all documents, statutes, enactments or statutory provisions referenced by them;
    2. Applicable Law:
      means all laws and regulations, regulatory policies, guidelines, and industry codes which apply to this Agreement or the subject matter of this Agreement;
    3. Business Day:
      means any day which is not a Saturday, Sunday or public holiday in England, and “Business Hours” means 8:00 a.m. to 4:00 p.m. London Time on a Business Day;
    4. Competent Authority:
      means any governmental, judicial or regulatory authority having jurisdiction over this Agreement, or the subject matter of this Agreement, or otherwise having jurisdiction over any of the Parties or any activity of any of the Parties;
    5. Confidential Information:
      means any information, data or materials (whether or not in writing and howsoever recorded) of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form (“Materials”), relating to the Parties, its past, present or future products or services, the contents and performance of this Agreement, including but not limited to: any Materials which a Party treats or marks as confidential or in respect of which it owes an obligation of confidentiality to any third party; any trade secrets; secret formulae, processes; techniques, strategies, statistics; players, and Festival data; Intellectual Property; documentation, files, graphics, surveys, plans, drawings, presentations, reports, charts, lists, and tables; conversations or expressions; samples, models or prototypes, or parts thereof; information or data of a business, company, clients, including but not limited to corporate, financial, technical, scientific, legal, operational, proprietary, developmental, marketing, sales, price, operating, performance, cost, know-how, and/or process information; information about their directors, officers, key personnel, agents and representatives; computer programming techniques, and all record bearing media containing or disclosing such information and techniques; any and all Materials which is disclosed whether in writing, orally or by any other means by one Party (“Discloser Party”) or by a third person acting on behalf of the Discloser Party, to the other Party (“Recipient Party”) whether before or after the date of this Agreement, including any of the aforesaid in relation to the Parties’ respective Group and Group Companies;
    6. Contribution:
      means the Participant’s photograph, likeness, appearance, image, voice, name, film footage, sound recordings, and any and all attributes of the Participant’s personality, conversations, utterances, expressions, verbiage, diction, mannerisms and the like that featured the Participant, as photographed, recorded, or broadcasted by Triton, and the tracking and display of the Participant’s Play Actions during the Festivals which data forms a permanent part of the database of Triton regarding Players game plays;
    7. Effective Date:
      means the date of this Agreement;
    8. Festival:
      means the prestigious poker tournaments, cash games invitationals, and other variations of poker related Festivals (and such other activities related thereto) under the brand names of “Triton Poker Super High Roller Series”, “Triton Cash Games Invitationals”, “Triton One”, “Triton Million” and such other brand names as may be used by Triton in the future, on such dates and at such locations as may be determined from time to time by Triton (each a “Festival” and collectively “Festivals”);
    9. Force Majeure Festival:
      has the meaning given in clause 8.4;
    10. GBP, USD and EURO:
      means respectively the basic unit of currency of legal tender of the United Kingdom, United States of America and European Union;
    11. Group:
      means, in respect of a Party, the holding company of that company, together with every subsidiary of that holding company at the date of this Agreement; a company is a “subsidiary” of another company, its “holding company”, if the other company (i) holds a majority of voting rights; (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or (iii) is a member of it and controls, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it or the right to appoint or remove a majority of its board of directors;
    12. Group Company:
      means any company included in the Group of a Party;
    13. Intellectual Property:
      means all rights including personality rights, rights in the nature of trade, copyrights and neighboring rights, design rights, patents, trademarks, trade dress, data base rights, applications for    any of the above, trade secrets, moral rights, know-how, domain names, website ‘look and feel’ or any other intellectual or industrial property rights and rights of a similar nature arising or subsisting in any part of the world, whether or not registered or capable of registration and applications for registration for any of the foregoing and the right to apply for them; 
    14. Participant:
      means any person who has been allowed to participate in the Festivals, whether as a player, commentator, other talents, spectator or in any other role or capacity;
    15. Party or Parties:
      means a Party to this Agreement and all Parties to this Agreement respectively;
    16. “Related Parties”:
      means Triton’s legal representatives, subsidiaries, agents, designees, licensees, contractors and service providers, and any other parties acting directly or indirectly for and/or on behalf of Triton, and any other third parties that Triton may now or hereafter from time to time grant access to the Festival  Venues for the purpose of videotaping and taking of photographs for their own use with rights and benefits in relation thereto to the same extent (including for avoidance of doubt the game play of the Players) as that granted to Triton herein, without need to give the Participant  notice of such third parties that had been given such access, including but not limited to TS Solutions M Limited, a company incorporated under the laws of Malta with Company Number C 99302 with its registered office address at 85, St. John Street, Valletta, VLT 1165, Malta, and Sens Technology Co. Ltd a company incorporated under the laws of Malta with Company Number C 99303 with its registered office at 183 Office 6, Xatt L- Ghassara Ta’ L-Gheneb, Marsa, MRS 1912, Malta;
    17. Tax:
      means all duties, levies, impositions, fees, value added tax, income tax, capital gains tax or any of their equivalent imposed by a Government body anywhere in the world;
    18. Third Parties:
      means any party other than either Party;
    19. Triton:
      means Triton and its Related Parties; and
    20. Unauthorised Operator:
      means a third party (including, but not limited to online and offline poker operators, poker rooms, sports betting, casino and fantasy sports operators) that conducts tournaments or special offers which award a free buy-in, registration, or packages to or for the Festivals without the express written authorization from Triton.
  2. Interpretations: In this Agreement, unless otherwise stated, any reference to:
    1. A statute or statutory provision includes a reference to the statute or statutory provision as modified or re-enacted or both from time to time, and to any subordinate legislation made under it;
    2. recitals, clauses, the schedule and/or Parties shall be considered as a reference to recitals and/or clauses of, and the schedule and/or Parties to this Agreement respectively and the recitals and the schedule shall form part of this Agreement;
    3. a document is a reference to the document as from time to time supplemented or varied;
    4. the singular includes the plural and vice versa and the masculine includes the feminine and the neuter genders and vice versa;
    5. where a word or phrase is defined, its other grammatical forms shall have the corresponding meaning;
    6. a person includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case, whether or not having separate legal personality);
    7. a reference to a Party or person includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
    8. years, months and weeks, are to Gregorian calendar years, months and weeks respectively; and
    9. writing includes fax transmission, but excludes email, messages of any form sent via any social media platforms, text messages (SMS) or other similar means of communication.
  3. In this Agreement, any phrase introduced by the words include, including, includes and such as are to be construed as illustrative and shall not limit the sense of the words preceding those words.
  4. In this Agreement, unless expressly provided otherwise:
    1. with respect to consents and approvals, if the doing of any act, matter or thing requires the consent, approval or agreement of any Party, that consent, approval or agreement may not be unreasonably withheld or delayed;
    2. if the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing may be done the next Business Day. If any money or payments falls due for payment on a date other than a Business Day, that money may be paid on the next Business Day without interest or any other amount being payable in respect of the intervening period; and
    3. this Agreement has originally been written in the English language; and in the event of any inconsistency or conflict between its original English version and any translation into any other language, the English version will prevail.

RULES ON THE USE OF LOGOS AND SPONSORSHIP

  1. The Participant agrees that it is not permitted to be sponsored (either directly or indirectly), and the Participant represents and warrants that the Participant has not been sponsored into the Festivals by an Unauthorised Operator. No Participant shall be entitled to wear the branded logos of any Unauthorised Operator. Triton reserves, at its sole discretion, to determine if (i) the Participant had been sponsored into the Festivals by an Unauthorised Operator, or (ii) the Participant had been wearing branded logos of an Unauthorised Operator. Triton shall be entitled to require the Participant to immediately remove the branded logos and/or to disqualify the Participant from the Festivals. The Participant hereby waives any rights or claims that the Participant may otherwise have against Triton in relation to its action against the Participant in this regard.
  2. No Participant shall be permitted to wear at the Festivals any logo or branding of: (i) any lotteries, betting or gaming operator which is not permitted to advertise according to applicable laws; or (ii) any other logo, picture or message which, in Triton’s reasonable opinion is indecent, offensive, controversial or provocative (including politically), discriminatory (whether on grounds of race, ethnicity, sexuality, gender, disability or otherwise) or promotes violence, intolerance or hatred in any form.
  3. Triton may, at its sole discretion, allow and approve a Participant to wear the approved lottery, betting, or gaming operator logos/branding on their shirts provided that the following restrictions are observed:
    1. One breast pocket logo no larger than 28 cm2; and
    2. One upper shirt sleeve logo no larger than 28 cm2.
  4. No logos or branding on any part of the Participant’s clothing or body will be permitted during the Festivals other than logos or branding unless approved in writing by Triton and the same shall comply with all applicable provisions set out in this Agreement.
  5. Where applicable law applies governing the display of logos and branding on the Participant (including but not limited to symbols, trademarks, and websites), all Participants agree to be subject to and comply fully with the applicable laws and the provisions of this Agreement.
  6. The Participant will be allowed to wear more than one logo at the Festivals, subject to approval by Triton at its discretion.
  7. The Participant agrees to abide by the rules of any promotional Festival organized during the Festivals by Triton or any other party with sponsorship or marketing agreement with Triton, including, any requirements to wear a specific logo(s) throughout such promotional Festival.
  8. A Participant who is sponsored on a full-time basis by a lawful and reputable (in Triton’s reasonable discretion) third party online gaming site (a “Sponsored Player”) must seek Triton’s written approval prior to the beginning of the Festivals to wear the logo of their sponsor and must ensure that the logo and branding of their sponsor is worn at the beginning of the Festivals. Any Sponsored Player who does not wear their sponsor’s logo and branding from the beginning of a Festival and then tries to subsequently wear the logo at a later stage of the Festival will need to obtain written consent from Triton. For the avoidance of doubt, the “beginning” of a Festival shall mean the moment the players are first dealt their hole cards (“shuffle up and deal”) on the first Festival of the Festival.
  9. All Participants who choose to wear the branded logos of an approved gaming operator during a Festival as set out in clause 2.8 above must abide by any restrictions or requirements  set   out by the Festival Venue.

IMAGE RIGHTS AND APPEARANCE ON TV/WEBCAST TABLES

  1. The Participant understands and agrees that the Festivals are part of a production which will be photographed, videotaped, filmed, and players’ game play data captured, and televised, streamed, or otherwise broadcasted or published, with or without audio which may be captured, before, during, and after a Festival (hereinafter referred to as the “Works”, which expression shall include without limitation, modified works and derivative works) and that the Works will be used and exploited in various media  channels including but not limited to television, social media, internet programs, and the likes, whether now known or unknown, whether now in existence or which may in the future be created by.
  2. The Participant further understands and agrees that the Participant may be a part of / be taking part in production-related activities, including but not limited to the filming of tournaments, cash games, player interviews, promotional videos, social media content, and the like.
  3. The Participant hereby gives the Participant’s irrevocable consent to Triton the right to use, reproduce, distribute, display, create derivative works from, and utilize in any manner whatsoever the Participant’s name, voice, image, likeness, and any and all attributes of the Participant’s personality, and his game play in, on or in connection with any film, audio tape,        video tape, audio-visual work, photographs, illustration, animation, or broadcast, in any media or embodiment, now known or unknown, including, without limitation, all formats of computer readable or digital media or any means of media whatsoever, produced by or for the benefit of Triton, whether now or in the future. The Participant further consents to the use of the Participant’s name, voice, image, likeness, and any and all attributes of the Participant’s personality in any advertising or promotional material created or used in connection with the Festivals which shall be considered a work made for hire and the Participant agree that the Works (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of Triton and no other. This grant includes, without limitation, the right to edit, mix, or duplicate and to use or re-use the Works in whole or in part as Triton may in its absolute discretion decide.
  4. The Participant acknowledges that Triton shall have complete ownership of the intellectual property rights in the Works in which the Participant appear, including copyrights, and Triton shall be entitled as owner thereof, to deal with such rights in any manner as it thinks fit, and the Participant acknowledges that the Participant have no interest or ownership in the Works or its copyright and any and all manner of rights which may subsist in the same and shall not object to the Works or the Participant’s appearance in the same at any time and in any way whatsoever.
  5. Triton has the right to photograph, televise, webcast and record and/or capture in any manner whatsoever any part of the Festivals at any time including during your participation in it and to broadcast, distribute, stream and/or make the same available throughout the world in any and all media, whether now known or unknown, and in a form whether already existing or which may be created in the future without limit in time. The Participant hereby acknowledges and agrees that it is the absolute right of Triton to use the Contribution in an unlimited and unrestricted manner and that the Participant shall not object to any and all use of the Contribution by Triton at any point in time. The Participant agrees, when requested, to sit at a poker table (“TV Table”) which has been created for the purpose of televising or webcasting the Festivals.
  6. If for any reason the Works would not be considered a work made for hire under applicable law, the Participant hereby irrevocably sell (for the sum of USD 10), assign, and transfer to Triton, its successors and assigns:
    1. any and all claims of the entire right, title and interest in and to the copyright, personality rights and all intellectual property rights in connection with or in relation the Works, and
    2. the exclusive and perpetual right in relation to the Works (including the right to modify and create derivative works), a world wide right to use, print, produce, publish, copy, display, perform, exhibit, transmit, broadcast, disseminate, market, advertise, sell, lease, license, transfer, the Works (including the right to modify, and create derivative works) from the Works in any media or format, now known or unknown, for any purpose whatsoever.
  7. The Participant further waives any right to inspect, examine or approve the Works made by Triton.
  8. The Participant agrees that the Triton may utilize the authorizations and rights that the Participant have granted herein for any and all purpose for which it deems fit including, but not limited to, the right to sublicense, assign, or otherwise transfer such rights, in whole or in part, to any third party at its sole and absolute discretion.
  9. The Participant agrees that any and all consents, waivers, and/or authorizations are irrevocable and shall remain valid, legal, and binding on the Participant and the Participant’s successors in title.
  10. Subject to clauses 3.11 and 3.12 below, no more than two (2) Participants at each TV Table can wear the logo(s) of any single company, with the exception of Triton and Triton brand. If more than two (2) Participants from any single company are at the TV Table, then the Participants themselves must decide which two (2) Participants will continue to wear the branded clothing at the TV Table in question. If no decision is made, then Triton will “high card” the affected Participants to make a decision. Any decision made by Triton will be final. Any player starting the TV Table wearing no logos must remain as such throughout their time at the TV Table.
  11. Notwithstanding clause 3.10 above, Triton (including third parties acting on Triton’s behalf) will have absolute discretion to approve the clothing and apparel worn by the Participants at the TV Table during the Festivals. Triton will also have the right to remove any logo(s), image(s), word(s) and/or advertising in any form on the Participants’ clothing and apparel, which in Triton’s opinion (or the opinion of an authorized third party acting on Triton’s behalf) contravenes any applicable laws and codes of conduct or rules of any regulatory body.
  12. Any permitted logos/branding on shirts and apparel at the TV Table must comply with the restrictions described above and abide by the following additional restrictions:
    1. one breast pocket logo no larger than 28 cm2;
    2. one upper shirt sleeve logo no larger than 28 cm2; and
    3. baseball caps and card protectors with logos will be allowed only if the logos on such apparel and/or items are not visible.
  13. No forms of company names and/or brand logo(s) other than as approved in accordance with this Agreement will be permitted on the TV Tables and during any form of filming, including, but not limited to, sports and fashion brands. Any Participant wearing clothing or in possession of items (e.g. card protectors) in violation of this rule will not be able to participate at a TV Table until said article of clothing and/or item is replaced and/or removed. Triton reserves the right to remove (in Triton’s absolute discretion) or alter or disguise the Participant’s sponsor logos if such logos do not comply with local regulations, broadcast standards, or the terms set out in this Agreement.
  14. The Participant acknowledges and agrees that if the Participant is chosen to play at a TV Table during the Festivals, the Participant may be required to surrender any and all electronic devices including but not limited to tablets and headphones (whether they have a messaging or communication capability or not) to an appointed poker tournament representative prior to taking the Participant’s seat before the play begins. In the event of such a requirement, any Participant found in violation of this rule may be disqualified from the event concerned in the Festival, and all monies accrued by such Participant up to the time of disqualification will be forfeited. Additionally, the Participant’s buy-in for the relevant event will be forfeited at Triton’s sole discretion.
  15. Triton may, in its sole discretion, impose a no-smoking policy that applies to all Participants on the TV Table, and this includes the prohibition of e-cigarettes, vapes, heated tobacco products, and/or the like.
  16. During all broadcasts and live recordings, the Participant acknowledges and agrees that the Participants at TV Tables are not allowed to communicate with, approach, or in any way make contact with any person outside of the table, including, without limitation, any audience members and appointed TV production and webcast representatives, unless such communication is related to technical issues with the filming or unless the Participant is no longer active in the hand (i.e. if it is folded or is “all in”). Any Participant found in   violation of this clause will be subject to restrictions and/or penalties as decided by Triton in its discretion.
  17. During all broadcasts or live recordings of play, the Participant acknowledge and agree that, if so requested by Triton, all Participants must remain within pre-designated locations whilst on all breaks throughout the duration of the TV Table, and that in such an event, the Participants will not be allowed to leave these locations, at any point, without being accompanied by an appointed poker tournament representative. The Participant further acknowledges and agrees that, at the TV Table, for each hand they are dealt, they must place their RFID hole cards in the designated area on the table felt so that their values can be captured and read, and must do so before taking any pre-flop action and within a reasonable time, unless they have declared that they are playing the hand ‘blind’. Triton shall have the right to halt play, within reason, on the TV Table until the value of all hole cards have been captured and read.
  18. The Participant acknowledges and agrees that Triton shall have the right (at its absolute discretion) to stop or delay play on the TV Table at any time, and the Participant hereby grant to Triton the right to add, cancel or amend breaks in play as and when reasonably required. The Participant further acknowledges and agrees that profanity, violent behaviour or other forms of misconduct will not be permitted at the TV Table any time during the Festivals, including, without limitation, verbal expressions, gestures or any other known form of anti-social behaviour likely to cause offence, ridicule or denigrate another individual, whether directly or indirectly, and that any Participant violating the foregoing rule may be subject to penalties as set forth hereunder as well as the tournament rules.
  19. The Participant acknowledges and agrees that if the Participant is chosen to play at the TV Table, the Participant may be reasonably required to attend such other locations on such dates as may be notified to the Participant for extra filming and interviews and additional (re)takes, before or after play, after or during breaks and the Participant will cooperate with all such requests accordingly.

FESTIVAL MANAGEMENT

  1. Registration. 
    1. To participate in any Festivals, you will be required to create a digital membership card (“Membership Card”) by completing the online registration process, which may involve the provision of your personal and/or contact information as requested during the registration process. In this regard, note that the creation of multiple Membership Cards by the same user is not permitted, and we may take all necessary actions, including the termination of your Membership Card and/or your access to our Festivals.
    2. In doing so, you agree to provide us with accurate, complete, and up-to-date information and acknowledge that any failure to do so may result in your inability to participate in or termination of your access to the Festivals. In the event that inaccurate, incomplete, outdated or false information is provided, you shall be solely responsible for any and all resulting consequences which may include, without limitation, the immediate termination of your Membership Card and denial of participation in the Festivals, and you shall hold us harmless for any and all losses or damages resulting from any such inaccurate, incomplete, outdated or false information.
    3. You acknowledge and agree that during the registration process, there will be an identity verification procedure (“Identity Check”) for the purpose of confirming your identity and eligibility to participate in the Festivals; ensuring compliance with any applicable laws and regulations or the Terms of this Agreement; or to protect the integrity of the Festivals.
    4. You hereby agree and express your voluntary, unequivocal, and informed consent that personally identifiable information (PII), including biometric information, will be processed for the purposes of the Identity Check by us and/or by our service provider engaged by us for the Identity Check. Additionally, you hereby consent to produce a copy of your passport during the registration process, for us and/or our service provider to verify the passport details.
    5. In the event that you are awarded a prize in any event in a Festival, you will be required to present your Membership Card and required identification documents in order to collect on your prize, and we will issue you with a receipt which specifies (i) the event which you had participated in, (ii) your ranking or finishing position in the event, and (iii) the prize awarded to you.
    6. In the event of any change of the information provided after the completion of the registration and issuance of your Membership Card, you agree that you will promptly notify us of any such change(s) to ensure its accuracy. 
    7. When creating your Membership Card, you will be required to select a password that will be used by you for the purpose of using your Membership Card. You shall be solely responsible for maintaining the confidentiality of your password, and you shall not share, disclose, or transmit your password to any other party or allow, under any circumstances whatsoever, any other party to use your Membership Card.
    8. It shall be your sole responsibility to take all reasonable precautions to ensure the security of your password and your Membership Card. This includes using a strong, unique password and ensuring that you do not share it with others or leave it accessible to unauthorized persons.
    9. You shall be responsible for any and all activity that occurs on or takes place through your Membership Card, whether authorized or unauthorized, including any actions taken using your password. This includes unauthorized use of the Membership Card for which you will be liable in full for all consequences resulting therefrom, and you shall have no claim against us for any loss or damages suffered by you. 
    10. We will not and will never send you a request for your password through email, phone, or other direct communication, and you shall under no circumstances respond to a request for your password. If you receive a message, request, or notification asking for your password, it may be a phishing attempt or fraudulent activity, and you should notify us in writing of any such incidents immediately.
    11. We may, at our sole discretion and at any time, suspend, restrict or terminate your access to and/or participation in the Festivals if we reasonably believe that you have abused or attempted to abuse your Membership Card.
  2. Amendments to poker tournament rules. Triton reserves the right to add or amend any poker tournament rules as it deems appropriate, and any such changes will be notified on Triton’s website or to the Participants, or announced during the Festivals. The Participant’s continued participation in the Festivals following such amendment and notification shall serve as the Participant’s unqualified acceptance of the same.
  3. Festival Postponement or Change of Location or Dates. Triton shall be entitled in its commercially reasonable and sole discretion to change the location and/or dates of the Festivals, or cancel any of the Festivals (or cancel midstream the rest of the events in a Festival), and Triton shall not be liable to the Participant for any damages and/or loss howsoever arising from such change of location and/or dates.
  4. Observation of rules. The Participant agrees to abide by the Festival Venue’s terms and conditions, the poker tournament rules, and cash game poker rules. These rules can be superseded in certain circumstances by house rules or local gaming regulations. Any changes to the rules will be posted on the Triton website or announced to the Participants during the Festivals.
  5. Refusal of entry. Triton reserves the right to refuse any Participant entry into the Festival Venue or to remove any Participant from the Festival Venue for any reason at its discretion.
  6. No-transfers. Winning, prizes, and entries are non-transferable. Winners are responsible for payment of any and all taxes, licenses, registrations, and other fees associated with poker tournament prizes. If winning and prizes are being paid through wire transfer, the Participants shall be required to produce their Membership Card and identification documentation to comply with international anti-money laundering regulations.
  7. Disqualification. Triton reserves the right to disqualify any person from any Festival for being overly intoxicated, being abusive towards any person attending that Festival, or any similar behaviour which, in its reasonable discretion, is unsuitable or inappropriate during the Festival concerned. If the Participant is disqualified from a Festival, the Participant shall forfeit its entire entry fee and buy-in and shall not be entitled to any prize monies or any other prize consideration that the Participant may have qualified for at the time of disqualification.
  8. Derogatory statements. No Participant who is present or participating in the Festivals shall be permitted to show, display or communicate in any way, any message or content which, in Triton’s sole discretion is, or could be construed to be political in nature (or supportive of any political cause or action), racist, obscene, derogatory, threatening in nature, a form of harassment, libelous, fraudulent, invasive of another person’s privacy, offensive, defamatory of another person, or otherwise promote, advertise or condone anything illegal or unlawful, victimizes, degrades, harasses or intimidates an individual or group of individuals on the basis of any classification, including, without limitation, religion, gender, sexual orientation, race, color, creed, ethnicity, national origin, citizenship, age, marital status, military status or disability, constitutes, or would otherwise encourage, criminal conduct or give rise to civil liability, or which is intended for commercial purposes, including without limitation, submitting any material to solicit funds or to promote, advertise or solicit the sale of any goods or services. In relation to any dispute about the applicability of this clause 4.8 to any situation, the decision of Triton shall be final and binding.
  9. Prohibition against Cheating and Unfair Play. All Participants in the Festivals shall be held to the highest standards of integrity and fair play and any form of cheating, collusion, soft play, or conduct designed to gain an unfair advantage is strictly prohibited and will be grounds for immediate disqualification, forfeiture of any buy-ins, winnings, permanent exclusion from future Festivals, and/or potential legal action.
  10. Settlements. The Participant acknowledges and agrees that the Participants at the final table of the poker tournament are only permitted to discuss any form of settlement deal or redistribution of any remaining prize pool whilst seated at the table, and that an appointed tournament representative must be present during any discussions and subsequent decisions related to prize pool redistribution will be made public.

DATA PRIVACY AND PROTECTION

  1. Acceptance of Privacy Policy. The Participant acknowledges that by registering, communicating, requesting for information, and participating in the Festivals, Triton shall receive, collect and process the Participant’s personal data and/or PII to the extent necessary to organize the Festivals (and to broadcast the Live Stream of the Festivals, (including live updates of each Participant’s Play Actions) and to allow the Participant to participate in the Festivals; the Participant hereby consents to the collection, capture, use, storage and/or processing of the aforesaid information in the manner set out herein.
  2. Information Collection and Use. For the purposes of this Agreement, PII shall mean a Participant’s name, date of birth, address, country of residence and/or nationality, telephone number(s), email address(es), identification number(s) and other information, banking or payment information, and/or any information which will personally identify a Participant. It shall be a Participant’s sole responsibility to advise Triton in writing of any relevant changes to a Participant’s personally identifiable information as may be provided to Triton and Triton do not accept liability for any harm that a Participant may suffer as a result of a Participant’s failure to notify Triton of any changes to the PII that a Participant have provided to Triton.
  3. Triton may also collect non-personal information, namely, information that does not personally identify a Participant but which relates to a Participant (including his Play Actions), when a Participant participates in any of the Festivals, or when a Participant interacts with Triton for inquiries, customer support, or for any other reasons or purposes. Non-personal information shall include, without limitation, the Play Actions of the Participant. 
  4. A Participant’s PII and non-personal information as set out above shall hereinafter be collectively referred to as “Personal Data”
  5. Triton, including any successors in title, operates globally and may process, transfer, store, or access a Participant’s Personal Data across multiple jurisdictions in which it conducts business, hosts poker tournaments, operates online platforms, or engages with service providers.
  6. By taking part in any of Triton’s Festivals, engaging with Triton, or otherwise providing Personal Data to Triton, the Participant acknowledges and consents to his Personal Data being transferred, stored, or processed in countries outside of a Participant’s country of residence, including but not limited to jurisdictions where Triton’s offices, tournament venues, operational facilities, cloud storage providers, data centres, and third-party partners are located. These jurisdictions may have different data protection laws and regulations from those in a Participant’s home country.
  7. Triton, including any successors in title, may process a Participant’s Personal Data in any of the following ways:
    1. Promotion and Marketing of Triton’s Products and/or Services. To directly or indirectly promote Triton’s products and services that may be of a Participant’s interest, including future Festivals, high-roller games or series, invitationals, cash game festivals, satellite qualifiers, promotional poker festivals; inform a Participant on exclusive promotions, special offers, sponsorships, loyalty programs, VIP experiences, and rewards based on a Participant’s past participation or interest in the Festivals; send a Participant tailored recommendations based on a Participant’s playing history, geographical location, preferred stakes, or tournament format preferences; provide a Participant with a personalized promotional content via email, SMS, push notifications, social media ads, or targeted online advertising; extend early access or priority registration for premium players and high-stakes games and Festivals; or invite a Participant to participate in surveys, feedback requests, or focus groups to refine Triton’s offerings.
    2. Engagement with a Participant. To enter into a contract with a Participant at his request, to confirm or transact any transactions with a Participant, to set-up or administer or manage a Participant’s record(s), to provide or deliver any service(s) to a Participant, or to fulfil any contractual obligations with a Participant, to generate and manage player profiles, including Festival history, winnings, rankings, Play Actions, and performance statistics, to provide with updates on tournament schedules, blind structures, payout distributions, and Festival locations, conduct market research and audience profiling to refine Triton’s branding, player engagement strategies, and new tournament formats.
    3. Engagement with Third-Party Service Providers. When engaging with third-party service providers upon whom Triton relies to enable Triton to host any Festivals (and to broadcast the live streams and live data updates on Players’ Play Actions) or  Personal Data shared with such third-party providers shall be confined to that which is necessary to enable such parties to carry out the services requested by Triton.
    4. User Support and Communication. To enable Triton to provide support, to receive and respond to a Participant’s communications or inquiries or requests,  to send alerts and notifications regarding tournament updates, rule changes, or last-minute adjustments, to address players’ complaints, feedback, or requests, to assist players in retrieving lost passwords, or verifying their identities and to notify players about security incidents, such as unauthorized use of Membership Cards or potential fraud attempts.
    5. Compliance and Legal Obligations. To comply with Triton’s legal obligations including any international gaming regulations, licensing, jurisdictional compliance standards and regulatory requirements, for identification or verification or vetting purposes, to prevent fraud and to assist in the investigation of any unlawful or improper activities, audits and assessments, business or rights transfers, to collaborate with legal advisors, auditors, and compliance consultants to ensure regulatory adherence in multiple jurisdictions, to protect the security of Triton’s services to a Participant and/or if Triton believes in good faith that such disclosure is necessary or required; or  
    6. Legitimate Business Interests. Triton may process a Participant’s Personal Data in situations where it deems processing to be in its legitimate business interests and/or integral to Triton’s business operations.
  8. The Participant hereby acknowledges and agree that certain information provided to Triton may be used for the purpose of content creation for content which is proprietary to and wholly owned by Triton and that such information may include, without limitation, a Participant’s name, photo, reviews and other information in relation to a Participant’s image and involvement in the poker industry.  
  9. Should a Participant choose not to provide the requested information to process a Participant’s Personal Data, a Participant shall not be entitled to participate in the Festivals.  
  10. The Participant agrees and accepts that it is not technologically possible to completely secure the Personal Data and agrees that it will accept such measures taken by Triton as appropriate, adequate actions, so long as Triton uses its best efforts to secure the Participant’s Personal Data.
  11. Triton will process all Personal Data in a manner that is compliant with the applicable data protection laws:
    1. the processing of a Participant’s Personal Data by Triton shall be in a lawful, fair and transparent manner;
    2. Triton will retain a Participant’s Personal Data for as long as necessary to fulfil the purposes for which it was collected, or as required by law. 
    3. Triton shall take all reasonable steps to ensure that a Participant’s Personal Data is accurate and, where necessary, kept up to date;
    4. Triton shall take all reasonable steps to ensure that a Participant’s Personal Data that is brought to its attention as being inaccurate having regard to the purposes for which they are processed is promptly rectified;
    5. Depending on a Participant’s jurisdiction, a Participant may have the right to request access to a Participant’s Personal Data; request for the correction of any inaccurate or incomplete Personal Data; to request for the deletion of a Participant’s Personal Data, subject to certain exceptions; to object to or restrict the processing of a Participant’s Personal Data under specific circumstances; to receive a copy of a Participant’s Personal Data in a structured, commonly used, and machine-readable format; or to withdraw a Participant’s consent, in permitted situations,  to the further processing of a Participant’s Personal Data by informing Triton on the same in writing; and
    6. Triton shall keep a Participant’s Personal Data in a form which permits a Participant’s identification for no longer than is necessary for the purpose for which the Personal Data is collected.

REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANT

  1. The Participant hereby represents and warrants that:
    1. the Participant is over the age of eighteen (18) years, or such other age, to have the right to contract in the Participant’s own name; 
    2. it has the legal capacity and full authority to enter into this Agreement and to perform its obligations hereunder;
    3. it has no right to sub-license, assign or otherwise dispose of any of Triton’s Intellectual Property Rights, without Triton’s express prior written consent;
    4. it shall comply with all Applicable Laws relevant to its performance of this Agreement as well as any terms and conditions attached to any licenses or consents issued in connection with the Festivals;
    5. the use by Triton of the Participant’s Intellectual Property Rights granted under this Agreement will not infringe the rights of any third party; and 
    6. any rights granted herein to, and the use thereof by Triton do not conflict with or violate the rights of any third party.

REPRESENTATIONS AND WARRANTIES OF TRITON

  1. Triton makes the following representations and warranties:
    1. it is legally entitled and has all corporate power to enter into and perform its obligations under this Agreement;
    2. it has all authorisations necessary to enter into and perform its obligations under this Agreement; and
    3. it has all necessary permits and consents required to display all advertising or partnership material during the Festivals.

FESTIVALS OF DEFAULT AND REMEDIES

  1. An Event of Default occurs if:
    1. a Party fails to perform and observe any of its material undertakings or obligations under this Agreement; or
    2. a petition is presented for the bankruptcy of any Party; or
    3. any encumbrancer takes possession of or a receiver, administrative receiver or administrator is appointed in respect of all or a substantial part of the undertaking, property and assets of any Party or circumstances arises which entitle any person to make such appointment; or
    4. any creditor obtains a writ of control (or its equivalent) against any Party; or
    5. any event occurs which with the giving of notice and/or lapse of time and/or making of a determination would constitute an event of Default.
  2. After the occurrence of an Event of Default, the non-defaulting Party shall be entitled to elect at its sole discretion, by notice in writing to the defaulting Party, to terminate this Agreement and claim for damages, or to affirm this Agreement and claim for specific performance and damages.
  3. Either Party may terminate this Agreement other than in the circumstances set out in clause 8.1 above, without being liable to the other Party as being in default of this Agreement, (i) if it is unable to perform any or all of its obligations, or avail and enjoy any of its rights, under this Agreement, or (ii) Triton is unable to hold the Festivals as a result of a Force Majeure Festival in each case lasting for at least twenty (20) days, provided the conditions stated in clauses 8.5 and 8.6 are complied with.
  4. For purposes of this Agreement, a Force Majeure Festival means any circumstance not within a Party’s reasonable control including, without limitation:
    1. acts of God, flood, drought, earthquake or other natural disasters; or
    2. epidemic or pandemic; or
    3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; or
    4. nuclear, chemical or biological contamination; or
    5. any law or any action taken by a Competent Authority which proscribes a Party from complying with its obligations, or availing or enjoying its rights, under this Agreement; or
    6. collapse of buildings, fire, explosion or accident that affects the holding of the Festivals; or
    7. any labor or trade dispute, strikes, industrial action or lockouts; or
    8. interruption or failure of utility service; or
    9. change in the law or in the interpretation of the law; or
    10. change in the terms of services (or change in their interpretations thereof) of any broadcasting platforms including social media networks.
  5. The Party affected by a Force Majeure Festival, shall as soon as reasonably practicable after the start of the Force Majeure Festival but no later than three (3) days from its start, notify the other Party in writing of the Force Majeure Festival, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Festival on its ability to perform any of its obligations under the Agreement.
  6. The Party affected by a Force Majeure Festival shall use all reasonable endeavours to mitigate the effect of the Force Majeure Festival on the performance of its obligations under this Agreement.

INDEMNITY

  1. Each Party shall indemnify the other Party from any claim by any third party, including costs, expenses, damages and losses and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, suffered or incurred by the indemnified party arising out of or in connection with any breach of the warranties and representations and other terms of this Agreement, provided that the indemnified party gives to the indemnifying party prompt notice of such claim, full information about the circumstances giving rise to it, and reasonable assistance in dealing with the claim and grant to the indemnifying party the sole authority to manage, defend and/or settle such third party claims.
  2. Further, the Participant hereby releases, discharges, and waives all claims it might have against Triton in respect of any cause of action and liability of any kind, in law or in equity, or arising from any other theory of law, based upon or arising out of the actions taken by Triton pursuant to or under this Agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement.

INTELLECTUAL PROPERTY

  1. All rights in the Parties’ Intellectual Property, including any goodwill associated with them, shall be the sole and exclusive property of each Party, and save as expressly provided in this Agreement, the Parties shall not acquire any rights in the Intellectual Property of the other Party, including any developments or variations of it.
  2. The Participant irrevocably grants Triton (and its successors and assigns), all rights, consents and licenses necessary to enable Triton make the fullest use (including, without limitation, to reproduce, distribute, license, amend, edit, translate, alter, publicly display, broadcast, stream, transmit on TV, social media networks, media via Internet and through any other means of communication and make derivative works thereof whether by itself or any other party authorized by Triton, of the Participant’s Contribution throughout the world in perpetuity and royalty-free by any and all means in any and all media, whether now known or hereinafter developed or devised, in any programme for which the Contribution has been recorded and any other programmes and any other content including, without limitation, in relation to the “live” or pre-recorded, streaming of Triton’s coverage of the Festivals (or any portion of the Festivals) on the Internet, the production and distribution of video blogs of the Festivals (or any portion of the Festivals) on the Internet and the production and release of promos of, or other marketing materials related to, the Festivals.
  3. The Participant acknowledges and agrees that Triton solely and absolutely owns all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Contribution and any derivative works thereof. To the extent ownership of the Contribution does not automatically vest in Triton, then the Participant hereby grants and assigns to Triton (or its assignee nominated by Triton) all right, title and interest in and to the Contribution and agree to execute all documents reasonably requested by Triton to effectuate the foregoing.
  4. The Participant expressly and irrevocably waives any and all right to claim, now or in the future, any residuals, royalties, fees, or other forms of payment or compensation of any kind whatsoever arising out of or in connection with the Contribution, including but not limited to any use, reuse, adaptation, distribution, broadcast, publication, or exploitation thereof in any form, medium, or platform, whether now known or hereinafter created
  5. The Participant expressly and irrevocably agrees not to object to, restrain, or interfere with the creation, use, exploitation, distribution, broadcast, streaming or public display of any work, production, content, or material that incorporates or is based on the Contribution, whether in whole or in part, and whether such work is fictional, factual, dramatized, edited, transformed, or adapted in any manner. To the fullest extent permitted by applicable law, the Participant further waives any and all moral rights or similar rights of integrity, attribution, or objection to any treatment in respect of the Contribution and shall not object to Triton’s use of the Contribution in any way and at any point in time whatsoever.
  6. The Participant represents and warrants to Triton that (i) the Participant is fully entitled to grant the rights and licenses granted to Triton and (ii) nothing in the Contribution will infringe the copyright or any other right of any person, breach any contract or duty of confidence, constitute a contempt of court, be defamatory or be calculated to bring Triton, any broadcaster, and/or any of our brands into disrepute.
  7. In the event of any lawful termination or withdrawal of license (made in accordance with and pursuant to the terms of this Agreement) of any rights and/or benefits which is granted by the Participant to Triton pursuant to this Agreement, the Participant agrees that any and all effect of such termination shall operate prospectively only and shall only take effect upon written acknowledgement of receipt of any notice of termination or withdrawal of license by Triton and shall have no effect on Triton’s Intellectual Property Rights  in relation to the Contribution made before the date of the receipt of the notice, and Triton shall have the right to continue to use the Contributions, made before the date when the notice is received, in any and all works made subsequent thereto.
  8. Any lawful termination or withdrawal of any rights and/or licenses which is granted by a Participant to Triton shall not affect Triton’s right to the creation, use, exploitation, distribution, broadcast, streaming or public display of any work, production, content, or material that incorporates or is based on Contribution acquired before the termination or withdrawal, whether in whole or in part, and Triton shall be free to use and/or exploit any such work, production, content, or material that incorporates or is based on any such Contribution. There shall be no need for Triton to remove, edit, recall and/or alter any work, production, content, or material based on the Contribution. For avoidance of doubt, any termination or withdrawal of any consent and/or licenses shall not affect the vested right of Triton to use the Contribution in any new work, production, content, or material created or to be created after the date of such termination or withdrawal. 

CONFIDENTIALITY

  1. The Parties agree that, both during the duration of this Agreement and thereafter, in relation to Confidential Information disclosed to any Party (“Recipient Party”) by the other Party (“Discloser Party”), the Recipient Party:
    1. shall not, without the prior consent in writing of the Discloser Party, divulge to any person or otherwise make use of such Confidential Information;
    2. shall use its best endeavours to prevent the publication, disclosure or divulgence of any such Confidential Information to a third party, other than in direct connection with or in relation to the performance by the Recipient Party, where it is necessary to do so in order for him to discharge his obligations under this Agreement, and on condition that such third party undertakes to keep such Confidential Information confidential; and
    3. shall use such Confidential Information disclosed to it only in connection with its proper performance of this Agreement.
  2. Clause 11.1 shall not apply to any Confidential Information to the extent that it:
    1. has come into the public domain other than through breach of clause 11.1;
    2. is required or requested to be divulged by any Competent Authority to which any Party is subject, wherever situated. In this event, the Recipient Party upon being served with a notice to divulge Confidential Information, shall immediately provide a copy of such notice to the Discloser Party, and the Parties shall assist each other, where reasonably required by any Party to exercise any right or take any action, to lawfully prevent the divulging of Confidential Information;
    3. is disclosed on a confidential basis for the purposes of obtaining professional advice;
    4. is known to the Recipient Party independently and lawfully from a third party, where such third party is not in breach of any confidentiality obligation to the Disclosing Party; or
    5. is disclosed with the Discloser Party’s prior written approval to the disclosure.
  3. Confidential Information which is provided by any Party shall remain the property of that Party and all such Confidential Information and copies thereof shall be returned to that Party upon termination or expiry of this Agreement.
  4. In a case where it is not possible or impracticable for Confidential Information to be returned to the Discloser Party, any and all Confidential Information shall be destroyed, expunged or permanently deleted from any and all medium upon which it may be stored, whether physical or digital, and the Recipient Party shall provide the Discloser Party with written confirmation of the destruction, expungement or permanent deletion of the Confidential Information.
  5. All rights and obligations under this clause 11 shall continue to be binding upon the Parties and shall survive the termination or expiry of this Agreement.

TAXES, STAMP DUTIES, COSTS CHARGES AND EXPENSES

  1. Each Party shall bear and pay its own Taxes arising in connection with this Agreement, save for such of them as are specified to be borne by the other Party.
  2. Each Party shall bear costs charges and expenses incurred in preparation, execution and perfection of, this Agreement and all document delivered in connection herewith.
  3. Both Parties acknowledge and agree that each independently have sought and obtained advice on their independent tax liabilities from a competent tax advisor with respect to this Agreement.
  4. The Participant agrees to be solely responsible for the payment (on time) of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any prizes, fees or other amounts paid to the Participant, and the Participant shall indemnify Triton and shall keep Triton fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).
  5. The Participant agrees that the Participant shall be fully responsible for submitting to the relevant tax authority any tax return/s in respect of any payments received by the Participant (whether winnings, prizes, bonuses, and/or fees) and that the Participant shall ensure that such tax returns are submitted accurately and on time.

DISPUTE RESOLUTION

  1. The Parties agree that if any dispute (“Dispute”) arises out of or in connection with this Agreement including without limitation any question regarding its existence, validity, termination of rights or obligations of any Party, the Parties shall attempt, for a period of thirty (30) days after the receipt by one Party of a notice from another Party of the existence of the Dispute, to settle such dispute in the first instance by mutual discussions between the Parties, provided that the aforesaid shall not apply in the event of urgency to apply to an arbitrator (under clause 13.2 below) for an injunction (interim or permanent, to do or to restrain from doing any act) and other urgent needs.
  2. Any such Dispute that cannot be settled amicably by mutual discussion within the thirty (30) day period referred to in clause 13.1 shall be settled by arbitration. Such Dispute shall be referred to and determined by an arbitration tribunal comprising of one arbitrator to be appointed by the London Court of International Arbitration (“Arbitration Centre”). The seat of arbitration shall be London, United Kingdom, the location determined by the Arbitration Centre, the language of the arbitration shall be English and the regulations established by the Arbitration Centre shall govern the process. The arbitration tribunal will have the right and power to make and issue injunctions (interim and/or permanent), decrees for specific performance and awards for damages of whatever nature and however arising (together with or without an injunction or decree for specific performance), and its decision will be compulsory, final and strictly mandatory to the Parties who in turn waive any other jurisdiction or venue that may apply and agree to be subject to the arbitral decision waiving any appeals of any type. The arbitration proceedings and any evidence (oral or documentary) given therein shall be confidential and subject to the obligation of confidentiality in clause 11 herein.

NOTICES

  1. Any notice, consent, or other communication given under this Agreement including, but not limited to, a request, demand, consent, waiver or approval, to or by a Party (“Notice”):
    1. must be in legible writing and in English;
    2. must be addressed to the Party to whom it is to be given (“Addressee”) at the address, or facsimile number set out below or to any other address, or facsimile number as validly notified by the Addressee for the purposes of this clause:

      If to TRITON:
      Attention: Andy Wong King Hsiang
      Address: 85, St. John Street, Valletta, VLT1165, Malta
      Facsimile No.: N/A
      Email: andy@tritonpokerseries.com

      If to PARTICIPANT:
      Attention: Name of the Participant 
      Address: per the details given during registration
      Facsimile No.: N/A
      Email: per the details given during registration
    3. must be signed by or on behalf of the sender if via courier or facsimile; and
    4. must be either: (i) delivered by hand or sent by pre-paid mail to the Addressee; or (ii) sent by facsimile, to the Addressee’s facsimile number
  2. The Notice is deemed to be received by the Addressee:
    1. if delivered by hand, when delivered to the Addressee;
    2. if sent by post, on the 5th Business Day after the date of posting; or
    3. if sent by facsimile transmission, on receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent.
  3. Any alteration of the above name and addresses and other detail shall be binding only upon receipt of notification evidencing such alteration by the other Party, as the case may be.

THIRD PARTY RIGHTS AND DURATION OF THIS AGREEMENT

  1. This Agreement shall be deemed to have been executed between the Participant severally with Triton M Limited and with each member of the Related Parties as if the Participant had signed separate agreements in the same terms and conditions as this Agreement with Triton M Limited, and with each member of the Related Parties, and all rights and benefits under this Agreement shall be deemed to have been given severally to Triton M Limited and each member of the Related Parties, and Triton M Limited and each member of the Related Parties shall have the right severally to enforce the terms of this Agreement against the Participant.  PROVIDED ALWAYS, and without prejudice to or derogating from any of the other provisions of this Agreement, that inter se between Triton M Limited and each of the members of the Related Parties the ownership of any and all works created pursuant to this Agreement shall vest in and belong to the party that is legally obligated to bear the cost of their production.
  2. This Agreement shall apply to the current Festival and all future Festivals that the Participant takes part in.

COUNTERPARTS

  1. This Agreement may be signed in any number of counterparts, including in electronic format, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

GOVERNING LAW

  1. This Agreement and any dispute or claim (whether contractual or otherwise) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law.

GENERAL

  1. Relationship of Parties. It is the express agreement of the Parties that the relationship contemplated by this Agreement is as detailed herein, and no other type of relationship is intended by way of this Agreement including employment, agency, joint venture, or partnership. Nothing in this Agreement shall be interpreted or construed or shall operate as creating or establishing any other type of relationship between the Parties. Nothing in this Agreement is intended to, or shall operate to, authorize any Party to act as agent for the other, and no Party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  2. No Authority. Nothing in these Terms shall be construed as giving either Party any authority to negotiate or enter into any agreement, or make any warranty or representations, in the name or on behalf of the other Party, or which would otherwise bind either Party, except as otherwise agreed in this Agreement or where and to the extent specifically authorized to do so in writing.
  3. Announcements. Nothing in these Terms shall be construed as giving either Party any authority to make any press or other public announcement concerning any aspect of this Agreement or make any use of the name of the other Party or any other party in connection with or in consequence of this Agreement.
  4. Entire Agreement. This Agreement contain the entire agreement between the Parties, and all other agreements or arrangements, whether written or oral, express or implied (including any usage or custom and any terms arising through any course of dealing), between the Parties relating to the subject matter of this Agreement shall be deemed to have been superseded, cancelled, null and void.
  5. Third-Parties. Nothing in this Agreement shall be construed as having created any right enforceable by any person, entity or party other than the Participant, Triton M Limited and each of the members of the Related Parties.
  6. Assignment. The Participant hereby represents that it has not relied on any representation or assurances, whether written or oral made by Triton other than those expressly set forth in this Agreement. The Participant acknowledges that Triton shall have the right to freely assign its rights, licenses and/or obligations, in whole or in part, under this Agreement to any member of the Triton Group or to any other third party without notice to the Participant. The Participant cannot assign, mortgage, charge or otherwise transfer or deal in, or create any trust over, any of the rights or obligations under this Agreement to another person without the prior written consent of Triton.
  7. Amendment. Triton reserves the right to amend, supersede, or cancel the terms and conditions of this Agreement at any time without prior notice. The Participant should review the most updated version of the Agreement (available at Triton’s website) each time prior to participating in the Festivals.
  8. Severability. Each of the provisions contained in this Agreement shall be construed as independent of every other provision, so that if any provision (or part of a provision) of this Agreement shall be determined by any arbitrator or other Competent Authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision (or other parts of a provision) of this Agreement, all of which other provisions (or parts of a provision) shall remain in full force and effect.
  9. Legal and other Professional Advice. Both Parties acknowledge and warrant to each other that each independently has sought and received independent and competent legal and other professional advice with respect to the rights, obligations, terms, conditions and consequences in connection of this Agreement, which have been explained and have been completely understood by the Parties. All costs charges and expenses in relation to such advice shall be payable by the Party that had engaged the professionals to render such advice.
  10. No waiver of rights. A failure or delay by any Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
  11. Taxes. The Participant agrees that the Participant is solely responsible for the payment (on time) of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any prizes, fees or other amounts paid to a Participant, and the Participant shall indemnify Triton and shall keep Triton fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law). The Participant further agree that the Participant shall be fully responsible for submitting to the relevant Tax Authority any tax return/s in respect of any payments received by a Participant (prizes and fees) and that the Participant will ensure that such tax returns are submitted accurately and on time. 

Updated version effective from 25 July 2025


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