ESIC membership agreement

This agreement is made on May 11, 2022

between

Esports Integrity Commission Limited, Company number 10494787 of 1 Brassey Road, Old Potts Way,
Shrewsbury, SY3 7FA (ESIC)

and
Federación Costarricense de Deportes Electrónicos, with company registration number 88921014, and
registered address at: 530 Lytton Avenue, Palo Alto, California, United States of America, represented
by Ramon Castro (ORGANISER).

BACKGROUND
A. ESIC is the esports international integrity organization and voluntary regulator.
B. ORGANISER wishes to become a member of ESIC.
C. In consideration for ESIC providing the Member Services, ORGANISER will provide the Fee
and Services
D. The parties wish to record their agreement in the terms and conditions set out in this agreement
(Agreement).

OPERATIVE PROVISIONS

1. Definitions and interpretation

1.1. Definitions

In this Agreement, the following expressions have the following meanings, unless the context
otherwise requires:

Term means the date which is 1 year after the Commencement Date.
Business Day means any day which is not a Saturday, Sunday or public holiday.
Commencement Date means the date on which the membership commences.

Confidential Information means and all information provided under this Agreement. This
includes but is not limited to requests for information provided by the Parties.

Defined Purpose means for the purpose of ESIC promoting, protecting, supervising and/or
enforcing integrity and the Rules and Regulations in the esports industry and for a Relevant
Event. In achieving that purpose ESIC may be required to share information, with its members or
relevant authorities to help it identify and/or prosecute Individuals suspected of having breached
or who are intending to breach the Rules and Regulations.

Enforcement means the enforcement of the Rules and Regulations. This includes referring any
findings to the relevant law enforcement authorities in any relevant jurisdiction. It includes but is
not limited to any investigation, enquiry or disciplinary process and sharing such information
among ESIC members.

ESIC Principles means the principles attached at Annexure A to this Agreement.

Mark Azzi
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Individual/s means any person or persons involved in a Relevant Event that has either breached
or intended to breach the Rules and Regulations.

Nominated Contact means the person nominated by ORGANISER as the key contact person
for ESIC from time to time.
Payment Date means:
(a) the ? day of ? 2021; or
(b) The 1st of January on any corresponding renewal year; or
(c) As otherwise determined by ESIC in consultation with ORGANISER
An arrangement can be reached for monthly payment by Standing Order if preferred by
ORGANISER

Relevant Event means any esports related event hosted or produced by the ORGANISER and
upon which betting ORGANISERs are or have offered wagering markets.

Rights Termination Date means the date on which the agreement is either terminated in
accordance with clause 4, or the expiry of the Agreement following the Term.

Rules and Regulations means integrity programme as published on the www.esic.gg website
(“the website”). It includes, but is not limited the following;

a. Code of Conduct
b. Code of Ethics
c. Anti-Corruption Code
d. Anti-Doping Code
e. ESIC Prohibited List
f. Procedure
g. Definitions
Including any other codes or policies published on the websites from time to time.
Suspicious Betting Alert Network (SBAN) means the network of ESIC members and partners
involved in the reporting, dissemination and analysis of suspicious and unusual betting on
Relevant Events. The SBAN currently communicates via email, but it is intended that the
reporting move to a real time web-based platform within the course of the Term of this
Agreement.

1.2. Interpretation

In this Agreement unless the context indicates a contrary intention:

(a) headings are for convenience only and do not affect interpretation;
(b) a reference to any party includes that party’s executors, administrators, successors, substitutes
and assigns, including any person taking by way of novation; and
(c) words importing the singular include the plural (and vice versa), words denoting a given gender
include all other genders, and words denoting individuals include corporations (and vice versa).

1.3. Payment on non-Business Day

Where any payment which is to be made under this Agreement falls due on a day which is not a
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Business Day, the payment will be deemed to fall due on the next Business Day which follows that
non-Business Day.

2. ESIC Membership

2.1. Grant of memberships

From the date of this Agreement until the Rights Termination Date, ESIC grants ORGANISER
membership of ESIC as an “ESIC Member Organisation”. The benefits of the membership include the
goods and service made available to members on the websites from time to time, including but not
limited to the following;
2.1.1. Participation in the Suspicious Betting Alert Network;
ESIC will work with ORGANISER to incorporate a designated integrity person/s from the
ORGANISER into the SBAN and work with that person to enhance their participation in
the SBAN.

2.1.2. Monitoring of the betting markets and alerts

ESIC works with a wide range of betting ORGANISERs offering esports markets, data
providers, integrity monitoring services and gambling regulators throughout the world to
monitor betting on esports events to identify and investigate suspicious betting that may
indicate match manipulation. When ESIC identifies suspicious bets, we work with
ORGANISER, the game publisher, the tournament organiser, other betting ORGANISER/s,
the relevant regulator and law enforcement to deal with the threat.

2.1.3. Advise and liaison on problem events

When ESIC identifies potential problems in one of ORGANISERs Relevant Events, we will
liaise with your Nominated Contact to advise on the correct strategy to deal with the specific
problem, including measures to be adopted, PR advice and liaison with other agencies if
necessary.

2.1.4. Player and participant education

Online training and certification is available to participants in Relevant Events as well as,
where practicable, face to face education sessions offered to esports teams and players by
ESIC personnel. This programme is funded and sustained by the betting ORGANISER
members of ESIC and ESIC will acknowledge such support at all public opportunities.

2.1.5. Investigation and Prosecution services

Under the Rules and Regulations and their incorporation into Tournament Organisers’
terms and conditions, ESIC has extensive powers to investigate and prosecute corrupt
behavior by Participants. This power is bolstered, through cooperation agreements with
entities like the Nevada Gaming Control Board, StatsPerform, Sportradar, Genius Sports,
ICSS Insight, the UK Gambling Commission’s Sports Betting Integrity Unit and other
relevant bodies.

2.1.6. Members vote on ESIC direction

ESIC is a member organization governed by its constitution. ORGANISER as a member
obtains constitutional voting rights that may influence the direction of ESIC.

2.1.7. Lobbying on licensing and regulations

The ESIC will provide all reasonable assistance to ORGANISER and its data partners in
obtaining wagering licenses for esports events from relevant regulators where needed.

2.2. Provision of Goods and Services

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The membership services provided by ESIC or made available on the websites, may be provided by
the ESIC or its affiliated entities.

2.3. Terms and conditions

ESIC agrees and ORGANISER acknowledges that ESIC Membership will be subject to the ESIC
Constitution and the general terms and conditions which are published by ESIC on the websites from
time to time. ORGANISER acknowledges that it is required to comply with such terms and conditions
and ESIC Principles as a necessary part of its continued membership of ESIC. Most importantly,
ORGANISER must enter into an information sharing Memorandum of Understanding with ESIC to
enable the safe and legal exchange of sensitive information related to betting on Relevant Events.

2.4. Term of membership

The agreement begins at the Commencement Date and continues for a period of 12 months
thereafter. Renewal of membership is required every 12 months.

2.5. Consent to the use of Personal Information

ORGANISER consents to its Confidential Information being used by ESIC for collection, use, storage
and disclosure of your Confidential Information as set out in our Privacy Policy or for Enforcement
purpose arising from an Individual or a Relevant Event. ESIC may use your Confidential Information
to provide membership products and services and may also use it for product development and
marketing communication purposes. For full details regarding the ESIC’s collection, use, storage and
disclosure of your personal information, please see the Privacy Policy on the websites.

3. Subscription Fee and Services to ESIC

3.1. Membership Fee
ORGANISER will provide to ESIC on or before the Commencement Date, or such other date
nominated by the ESIC, the following;
3.1.1. A membership fee in the sum of $10,000 USD; and
3.1.2. Promote ESIC and its Rules and Regulations where relevant and appropriate.

(jointly referred to as the Fee and Services)

3.2. Variation

Any variation of the Membership Fee by ESIC, is only applicable on renewal of membership by
ORGANISER.

3.3. Direction to pay

ESIC may direct ORGANISER to make any payment due to the ESIC under this Agreement to any
person or into any bank account which the ESIC may nominate in its sole discretion. If the ESIC so
directs, and ORGANISER (or ORGANISER’s nominee) makes a payment in accordance with that
direction, ORGANISER will be deemed to have satisfied the obligation to make that payment to the
ESIC.

4. Termination
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If a Party wishes to terminate this agreement, it will notify the other of its intention in writing. This
agreement, then shall stay in effect until the expiration of 30 days after either Party gives written notice
to its counterpart indicating its intention to terminate the agreement. Any fees paid by ORGANISER
subject to this agreement, are not refundable on termination.

5. Warranties

Each party warrants to the other that:

(a) the execution, delivery and performance of this Agreement does not violate its Constitution;
and
(b) it has the power, and has taken all corporate and other action required, to enter into this
Agreement and to authorize the execution and delivery of the Agreement and the performance
of its obligations.

6. Notices

Any notice or other communication which must be given, served or made under or in connection with
this Agreement must be in writing in order to be valid and will be deemed to be served, given or made:
(a) (in the case of prepaid post) on the fifth Business Day after the date of posting to the party at
their address set out in this Agreement;
(b) (in the case of facsimile or email) on receipt of a transmission report or email read receipt
confirming successful transmission; and
(c) (in the case of delivery by hand) on delivery to the party at their address set out in this
Agreement.

7. General

7.1. Governing law

This Agreement is governed by and is to be construed according to the laws of England and Wales.
The parties submit unconditionally to the non-exclusive jurisdiction of the courts of England and Wales
and courts with jurisdiction to hear appeals from that.

7.2. Amendments

This Agreement may not be modified, amended or otherwise varied except by a document in writing
signed by or on behalf of each of the parties.

7.3. Waiver

No waiver or indulgence by any party to this Agreement is binding on the parties unless it is in writing.
No waiver of one breach of any term or condition of this Agreement will operate as a waiver of another
breach of the same or any other term or condition of this Agreement.

7.4. Assignment or novation

This agreement cannot be assigned unless written consent is received from the other party.

7.5. Counterparts
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This Agreement may be executed in any number of counterparts, all of which taken together constitute
one and the same document.

7.6. Expenses

Each party will be responsible for all costs and expenses incurred by that party in connection with the
preparation, execution and enforcement of this Agreement, and any subsequent consent, agreement,
approval, waiver or amendment to this Agreement.

Executed as an agreement

Executed by Ian Smith

May 11, 2022

Commissioner Date

Executed by Ramon Castro Marin

Director Date
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ANNEXURE A: ESIC PRINCIPLES

The purpose of these Principles is to set out, as clearly as possible, the shared values and visions
essential to a united front against corruption in any form and forming the basis of the Programme. Each
commission Member (Applicant) agrees to adhere to these core principles as a fundamental term to its
membership with the ESIC (the ESIC). Whilst many Members may be in competition with each other
commercially, they are as one when it comes to protecting the sport. Each Member will be diligent in
making their regulatory ambitions for the sport a reality through the Rules and Regulations set out in this
Programme.

ESIC’s PRINCIPLES
ESIC believes in a strong and vibrant global sport in which all players, professional and amateur, and all
industry stakeholders can build a viable and successful career and industry in a safe, competitive and
rewarding environment.

ESIC’s Principles cover six fundamental areas and give rise to required standards and structures which
are vital for the accelerated future success of Esports. Each Member of ESIC agrees to and enforce
these Principles in their own part of the Esports industry as appropriate to the sector they occupy for the
overall good of the sport.

1. Integrity and Respect

ESIC will not tolerate cheating or abuse of any kind. All Participants must have respect for Officials,
respect for opponents and respect for the Codes, Rules and Regulations of the sport.

2. Fair Process
ESIC is committed to principles of natural justice and fair process and will ensure that any procedure
adopted to implement Codes, Rules and Regulations is balanced, proportionate and fair to all parties.

3. Implementation, Education and Enforcement in Standardised Codes

ESIC Members recognise the value and inherent clarity and fairness in implementing standardised (not
necessarily identical), integrity Codes, Policies, Rules and Regulations across the whole of esports. All
stakeholders recognise that education is the best method of deterring corrupt activity and are committed
to a robust and comprehensive education programme.

4. Recognition of sanctions
ESIC Members are committed to recognising and enforcing the sanction/s imposed on any person where
ESIC has imposed such sanction/s using a standard ESIC Code, Policy, Rule or Regulation.

5. Sharing of information
ESIC Members agree that sharing of intelligence and information will enhance the fight against cheating
and corruption and they will support ESIC’s intelligence gathering and investigatory function.

6. Confidentiality
ESIC Members are committed to the highest standards of confidentiality in dealing with and
communicating about integrity issues, especially where individuals are named and where
unsubstantiated allegations can cause great damage. Consequently, ESIC and its Members will only
make public statements regarding integrity issues in accordance with the ESIC Codes, Rules and
Regulations and will use their best endeavours to protect the confidentiality of all parties to allegations
and investigations unless and until such party has been found guilty, by ESIC, of an offence under an
ESIC Code, Policy, Rule or Regulation.

End of Document