EWC CLUB PROGRAM

Terms and Conditions

Application Terms and Confidentiality Agreement

By submitting an application to participate in the Esports World Cup Foundation (the “Foundation”) 2024 EWC Club Program (the “Program”), and clicking “Accept” when this option is made available, or otherwise acknowledging acceptance, the esports club specified in the Program application form (the “Club”): (1) acknowledges that it has read and understood the terms and conditions set forth in this Application Terms and Confidentiality Agreement (the “Agreement”) and the privacy policy located at [https://ewcclubprogram.com/privacy-policy] (the “Privacy Policy”); (2) accepts the terms and conditions of this Agreement and the Privacy Policy and agrees that the Club is legally bound thereby; (3) represents and warrants that the representative of the Club submitting the application is an authorized representative of the Club with the authority to bind the Club to the terms of this Agreement and the Privacy Policy; (4) represents and warrants that the information submitted in the application is accurate and complete and shall be promptly updated with the Foundation as necessary to keep it accurate, current and complete; and (5) represents and warrants that the Club and any member thereof shall not engage in any behavior that (a) brings it/him/her into public disrepute, scandal or ridicule, or shocks or offends a portion or group of the public, or derogates from its/his/her public image, or constitutes a violation of applicable ethical or moral standards, or (b) is, or could reasonably be expected to be, detrimental to the image or reputation of, or result in public criticism of or reflect badly on, the Foundation, the Program, any of their respective representatives, any other club or team that is a participant in the Program. The Foundation’s consideration of the Club’s application to participate in the Program is conditioned upon the Club’s acceptance of this Agreement and the Privacy Policy. Please read this Agreement and the Privacy Policy carefully before submitting an application to participate in the Program. This Agreement constitutes a legally binding agreement between the Foundation and the Club. The Foundation and the Club may be referred to in this Agreement each individually as a “Party” and collectively as the “Parties.”
  1. Application Terms. The Club acknowledges and agrees that participation in the Program is subject to the Club satisfying the applicable qualification requirements for the Program, as determined in the Foundation’s sole and absolute discretion, and that the Club’s submission of an application to participate in the Program does not impose any obligation on the Foundation, express or implied, to guarantee or otherwise ensure that the Club will participate in the Program. For the avoidance of doubt, the Foundation may reject the Club’s application for the Program at any time for any reason in its sole and absolute discretion. The Club further acknowledges and agrees that the website to submit the Club’s application to the Program shall be managed via the Foundation’s partner, ESL Gaming GmbH (“ESL”). Please check the on time information notice ESL provides to the Clubs that submit their applications for the Program [https://ewcclubprogram.com/privacy-policy].
  2. Confidential Information.
    • Confidential Information” means any and all information in any medium (oral, written, observed, electronic. or otherwise) that is treated as proprietary and/or confidential by the Foundation, including without limitation trade secrets (as that term is defined by applicable law). Without limiting the foregoing, Confidential Information includes (i) any and all details relating to the implementation and administration of the Program, including, any and all technical, financial, trade or business information, data, know-how, and plans relating to the Program, (ii) the terms and existence of this Agreement and the Program, and (iii) any information that is identified as confidential or proprietary by the Foundation or that the Club should reasonably have known to be confidential based on the nature of the information and the circumstances of disclosure notwithstanding the Foundation’s failure to designate Confidential Information as such.
    • Confidential Information shall not include information that (i) becomes available to the public other than as a result of a disclosure by the Club or the Club’s Representatives in breach of this Agreement, (ii) was available to the Club or the Club’s Representatives prior to the disclosure of such Confidential Information to the Club pursuant to this Agreement, provided that the source of such information was not bound by a confidentiality obligation to the Foundation, (iii) becomes available to the Club or the Club’s Representatives from a source other than the Foundation or any of its Representatives; provided that such source is not bound by a confidentiality obligation to the Foundation, or (iv) is independently developed by the Club or by the Club’s Representatives without use of or reference to the Foundation’s Confidential Information, and otherwise outside of this Agreement and not in connection with the Program. As used herein, “Representatives” means the directors, officers, employees, agents and advisors (including, without limitation, attorneys, accountants, consultants and financial advisors) of a Party.
  3. Non-Disclosure and Use of Confidential Information.
    • The Club may disclose Confidential Information only to its Representatives having a need to know such Confidential Information in connection with the Program only; provided, however, that each such Representative is subject to confidentiality obligations no less restrictive than those set forth herein. The Club shall become jointly and severally liable to the Foundation for, and shall indemnify the Foundation from any and all damages (including attorneys’ fees and costs) to the Foundation caused by any breach of the terms of this Agreement by a Representative of the Club.  In the event of any such breach by a Representative of the Club, the Club shall provide reasonable assistance to the Foundation in securing any equitable relief necessary to prevent further dissemination of Confidential Information. The Club or its Representatives may not disclose Confidential Information to any third party without obtaining prior written consent of the Foundation and, if such consent is obtained, only if the third party is subject to confidentiality obligations no less restrictive than those set forth herein.
    • In the event that the Club or its Representatives are requested or required by any regulatory authority or law, regulation, legal, judicial or regulatory process or by any governmental or regulatory agency (collectively, “Law”) to disclose any of the Confidential Information, the Club will promptly notify the Foundation in writing, to the extent permitted by Law, so the Foundation may seek a protective order or other appropriate remedy, at the Foundation’s sole cost and expense, or, in the Foundation’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or the Foundation waives compliance with the terms of this Agreement, the Club will furnish only that portion of the Confidential Information which the Club is advised by counsel is required by Law and will exercise commercially reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded the Confidential Information.
    • The Club shall take all reasonable measures, but in any event no less than the same degree of care that the Club uses to protect its own Confidential Information of similar nature and importance, to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Foundation’s Confidential Information (i) during the term of this Agreement, and (ii) for seven (7) years after the termination of this Agreement unless otherwise directed to destroy the Confidential Information as provided herein, or, if such Confidential Information constitutes a trade secret under applicable law, until the later of seven (7) years after termination of this Agreement or such time that the Confidential Information no longer constitutes a trade secret under applicable law. The Club represents that the measures it currently uses to protect its own Confidential Information are reasonable under applicable law.
    • The Club agrees that, without the prior written consent of the Foundation in its sole discretion, neither the Club nor any of its Representatives shall disclose to any other person the fact that the Confidential Information has been made available to the Club, that discussions or negotiations are taking place concerning the Club’s participation in the Program, or any of the terms, conditions or other facts with respect thereto (including the status thereof).
    • At any time upon the written request of the Foundation, the Club will, at the Foundation’s election, (i) destroy all copies of the Confidential Information in its or its Representatives’ possession, or (ii) deliver to the Foundation such Confidential Information in the possession of the Club. Notwithstanding the foregoing, the Club and its Representatives shall be permitted to retain (a) one (1) copy of all Confidential Information in its legal/compliance files pursuant to its normal retention policies or as required to satisfy legal, regulatory or professional obligations, and (b) electronic files of Confidential Information automatically backed up or stored pursuant to its customary information technology management procedures; provided, however, that the Club must maintain such Confidential Information as confidential under this Agreement.
  4. Termination. The Foundation may terminate this Agreement immediately upon notice to the Club. The Club’s confidentiality obligations hereunder will survive termination of this Agreement in accordance with Section 3.3, and the terms of Sections 2 and 4-7 shall survive termination of this Agreement indefinitely.
  5. Reservation of Rights; No Obligations by the Foundation; Disclaimer of Warranties. All Confidential Information disclosed by the Foundation shall be deemed the sole and exclusive property of the Foundation. This Agreement does not grant to the Club any license or any rights or ownership, express or implied, in such Confidential Information.  This Agreement shall not be construed as implying, establishing, or extending any offer or obligation for the Foundation to include the Club in the Program or to enter into any business relationship or transaction with the Club. The Foundation does not make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and the Club agrees that the Foundation will not have any liability relating to the Confidential Information or for any errors therein or omissions therefrom.  The Club further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will only be entitled to rely solely on such representations and warranties as may be included in any written definitive agreement, subject to such limitations and restrictions as may be contained therein.
  6. Assignment. This Agreement as well as any rights hereunder may not be assigned or transferred in whole or in part by the Club without prior written consent of the Foundation in its sole discretion.
  7. Disputes; Venue; Choice of Law. This Agreement and all related disputes, claims, actions, suits, controversies or other proceedings or questions arising hereunder or relating hereto (collectively, “Disputes”) including any questions regarding its existence, validity, interpretation, performance, termination or expiration, or any claim in tort, equity or pursuant to any statute will be exclusively governed by, and construed in accordance with, the substantive laws and decisions of the Kingdom of Saudi Arabia, without regard to conflicts of law principles. A Party claiming that a Dispute exists must give written notice to the other Party setting out the nature of the Dispute. The place and seat for resolution of Disputes will be Riyadh, Kingdom of Saudi Arabia, and the Club hereby consents and submits to such exclusive jurisdiction and venue. The language used in the proceedings will be English, or, if in another language, accompanied by an English translation. Except as may be required by law or as may be required to enforce this Section 7 or any decision issued pursuant hereto, neither Party (either directly or through its Representatives) may disclose the existence, content, or results of any Dispute resolution hereunder without the prior consent of both Parties.  The costs of the Dispute resolution process will be borne by the Parties equally, provided that each Party shall bear its own legal fees and costs. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.
  8. Limitations on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL the Foundation, ESL, or ESL FACEIT Group (“EFG”) BE LIABLE PURSUANT TO THIS AGREEMENT OR WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT, including, without limitation, any claim by the Club arising from the Foundation’s election not to include the Club in the Program, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY CLAIM FOR LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF BUSINESS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF the Foundation, ESL, or EFG to the Club or TO ANY OTHER PARTY OR ANY RELATED THIRD PARTY ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, the Program, OR THE SUBJECT MATTER HEREOF EXCEED $100.
  9. Miscellaneous. This Agreement does not create any agency, partnership, employment, or joint venture relationship between the Parties. A Party shall not purport to act for the other Party with respect to any communications or dealings with any third party. All additions, modifications and waivers to this Agreement must be made in writing and signed by both Parties. This Agreement may not be amended or modified by conduct.  The failure of the Foundation to insist on full compliance with any provision of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. This Agreement represents the entire understanding of the Parties and is intended to be a final and complete expression of the Parties’ agreement with respect to the subject matter hereof.  The Parties acknowledge that they have not executed this Agreement in reliance on any agreement, inducement, promise, representation, or warranty that is not contained or referenced in this Agreement, and that they are not relying upon any statement, silence, act, or omission of the other Party in entering into this Agreement other than those representations specifically set forth in writing herein. Should any portion, provision, or term of this Agreement be declared or determined by any court or comparable legal body to be illegal, invalid, or unenforceable, the validity of the remaining portions, provisions, or terms shall not be affected thereby, and the illegal, invalid, or unenforceable portion, provision, or term shall be deemed not to be part of this Agreement. No Party shall be deemed the drafter of this Agreement.  This Agreement represents the mutual agreement of the Parties and has been drafted jointly. This Agreement shall be interpreted in accordance with its fair meaning and no presumption against the drafter shall be used against any Party, it being understood that any such principles are expressly waived.  Each Party has consulted with or had a reasonable opportunity to consult with legal counsel and has been advised to consult with such counsel.  No failure or delay by a Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege thereunde

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