Score Technologies

Score Technologies

Software as a Service

Terms and Conditions

Scope of Applicability

These SaaS Terms set forth the terms and conditions under which Score Technologies GmbH, Südliche Münchner Straße 56. 82031 Grünwald Germany (“Score Technologies”) will provide its customer (the “User”) with access to certain applications as set forth on ScoreAlerts’s Offer (“ScoreAlerts”) that Score Technologies makes generally available to its general customer base

The ScoreAlerts is an AI-based solution that is designed to assist football clubs and other organizations in monitoring different athlete and team related conditions and create alerts for certain events. More specifically, the ScoreAlerts may be used by the User to monitor performance clauses from contracts and track transfers of players

In order to execute an agreement governing the use of the ScoreAlerts by the User (the “Agreement”), the User must accept the offer issued by Score Technologies which shall contain the prices and other specifics of the cooperation between the Parties (the “Offer”)

License Grant and Right of Use

Score Technologies makes available the ScoreAlerts to the User under a Software-as-a-Service (SaaS) model limited to the term of this Agreement as defined in ScoreAlerts’s Offer (the “Subscription Term”)

Subject to all limitations and restrictions contained in this Agreement, Score Technologies grants the User a non-exclusive, and non-transferable, non-sublicensable right to access the ScoreAlerts as hosted by Score Technologies during the Subscription Term and to use it solely for its internal business purposes (the “SaaS License”)

Unless otherwise expressly permitted in ScoreAlerts’s Offer, the User shall not permit any subsidiaries, affiliated companies, or third parties to access the ScoreAlerts

Score Technologies is entitled to update the ScoreAlerts on a regular basis as part of its overall lifecycle management and product improvement policy. Any updates to the ScoreAlerts are subject to this Agreement

Subject to the terms of ScoreAlerts’s Offer, the SaaS License may also be granted for testing purposes free of charge and for a limited period of time. Except for case of willful misconduct, such test license will be granted under exclusion of any warranties and liabilities of Score Technologies

User Account and Authorized Users

User may need to register for an account in order to place orders or access or receive the ScoreAlerts (the “User Account”). User agrees to keep its User Account information current, accurate and complete so that Score Technologies may send notices, statements and other information to User via email or through its User Account, which notifications will be subject to this Agreement and Score Technologies’ website privacy notice. The User will be responsible for maintaining the confidentiality of user login information and credentials for accessing the ScoreAlerts and will notify Score Technologies promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which User becomes aware. Score Technologies will not be liable for any damage or loss that may result from User’s breach of the foregoing obligations

Unless agreed otherwise in ScoreAlerts’s Offer, the User will receive the right to create a User Account. A “User Account” means an online account that permits access to the ScoreAlerts

Unless expressly provided otherwise in ScoreAlerts’s Offer, “Authorized Users” will only consist of: (i) employees of the User, and (ii) subject to Section 7 (Confidentiality), third party contractors (such as external legal advisors) of the User who do not compete with Score Technologies. The User is fully liable for the acts and omissions of Authorized Users under this Agreement

The User shall be obliged to inform its Authorized Users before the beginning of use of the ScoreAlerts about the rights and obligations set forth in this Agreement. The User will be liable for any violation of obligations by its Authorized Users or by other third parties who violate obligations within the User’s control

Non-Permitted Uses

Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the SaaS License granted by Score Technologies to the User under this Agreement is subject to the following prohibitions

the User must not permit any unauthorized person to access or use the ScoreAlerts

the User must not use the ScoreAlerts to provide services to third parties, unless otherwise specified in the Agreement

the User must not republish or redistribute any content or material from the ScoreAlerts

the User must not make any alteration to the Software, except as permitted by the Documentation; and

the User will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ScoreAlerts; (ii) modify, translate or create derivative works based on the ScoreAlerts (except to the extent expressly permitted by Score Technologies)

The User agrees not to use the ScoreAlerts to

process data on behalf of any third party other than User’s Authorized Users

send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws

engage in unlawful conduct, including but not limited to violation of any person’s privacy or publicity rights

store or transmit any content that infringes upon any third party’s intellectual property rights

interfere with or disrupt the integrity or performance of the ScoreAlerts and its components

post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory

post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software

track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law

Score Technologies has the right (but not the obligation) to suspend access to the ScoreAlerts or remove any data or content transmitted via the ScoreAlerts without liability (i) if Score Technologies reasonably believes that the ScoreAlerts is being used in violation of this Agreement or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Score Technologies shall use commercially reasonable efforts to notify the User prior to suspending the access to the ScoreAlerts as permitted under this Agreement, or (iii) as otherwise specified in this Agreement

Information on Score Technologies’ servers may be unavailable to the User during a suspension of access to the ScoreAlerts. Score Technologies will use commercially reasonable efforts to give the User at least twelve (12) hours’ notice of a suspension unless Score Technologies determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Score Technologies or its customers

Service Fees

The User shall pay Score Technologies the fees indicated on ScoreAlerts’s Offer (the “Service Fees”)

Unless otherwise provided in ScoreAlerts’s Offer, all fees are to be paid to Score Technologies within fourteen (14) days of the date of invoice

Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the statutory rate

If the User has set up a direct debit, Score Technologies will debit the User’s designated account on the date of the invoice

If the User is delinquent on a payment of Service Fees for fifteen (15) days or more, Score Technologies may suspend access to the ScoreAlerts

Complaints concerning invoices must be made in writing within thirty (30) days from the date of the invoice. Invoices will be sent by electronic delivery unless requested otherwise by the User, additional fees will apply

All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes or other specific taxes such as withholding tax, which will be added to those amounts and are payable by the User to either Score Technologies or, as applicable, directly to the local tax authorities

Score Technologies is entitled to adjust the prices for the use of its products and services annually in line with general price developments. Relevant factors include, in particular, increased costs for personnel, operations, infrastructure, licensing, or other relevant business expenses. Enhancements to the functionality and application scope of Score Technologies’ products may also be taken into account. Price adjustments shall take effect no earlier than January 1 of a calendar year. Score Technologies will inform the customer in text form at least six weeks prior to the effective date of the planned change and its underlying basis. Insofar as the underlying costs decrease accordingly, Score Technologies is obliged to reduce the prices to the same extent. If a price change exceeds 10% compared to the most recently valid price, the customer shall have a special right of termination. This may be exercised with a notice period of four weeks prior to the effective date of the adjustment. If the customer continues to use the products beyond the date of the price adjustment, the adjustment shall be deemed accepted

IP Ownership

The User acknowledges that, subject to the SaaS Licenses granted herein, the User has no ownership interest in the ScoreAlerts or Score Technologies materials provided to the User

Score Technologies will own all right, title, and interest in such Software and Score Technologies materials, subject to any limitations associated with intellectual property rights of third parties. Score Technologies reserves all rights not specifically granted herein

Score Technologies’ and the User’s trademarks, trade names, service marks, and logos, whether or not registered, are the sole and exclusive property of the respective owning Party, which owns all right, title and interest therein. Score Technologies may use the User’s name and/or logo within product literature, press release(s), social media, and other marketing materials and/or make such other use of the User’s name and/or logo as may be agreed between the Parties

Confidentiality

”Confidential Information” means any information, documents, items, materials, substances or electronic files disclosed by one Party to the other Party in written, electronic, oral or any other form, which is marked confidential by the disclosing Party or is by its nature to be treated as confidential

The Parties undertake to treat the Confidential Information of the other Party as confidential and to use them exclusively for the purposes of the performance of this Agreement

The disclosure of the Confidential Information of the disclosing Party by the respective recipient to third parties is only permitted to the extent that this is necessary for the performance of this Agreement, provided that the third party has committed itself to confidentiality vis-à-vis the Party making the Confidential Information available to the third party or is bound to confidentiality for professional reasons. Legal disclosure obligations remain unaffected. The respective Party making the Confidential Information available to the third party shall be responsible for ensuring that the obligations of this Agreement are also observed by such third parties. The Party making the Confidential Information available to the third party shall be liable for breaches of the confidentiality obligations under this Agreement by such third parties as if they were its own breach

Each Party undertakes to protect the Confidential Information of the respective other Party by taking appropriate security measures

The foregoing obligations shall not apply to information of which the receiving Party can prove that it (i) was or is available to the public in a lawful manner and in a manner not in breach of the provisions of this Agreement, (ii) was previously known to the receiving Party and was available to it without restriction, (iii) was disclosed to the receiving Party by a third party authorized to do so, or (iv) was developed by the receiving Party independently and without use of the Confidential Information disclosed by the disclosing Party

The respective receiving Party undertakes to completely and permanently destroy all documents and records containing Confidential Information of the respective other Party or, in the case of electronic data, to permanently delete such data immediately after termination of this Agreement. This shall not affect any statutory storage and archiving obligations

After termination of this Agreement, all rights and obligations of each Party with respect to the Confidential Information of the respective other Party shall continue to apply for a period of ten (10) years

User Data and Data Protection

Before entering its data and information to the ScoreAlerts (such data the “User Data”), the User shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose

In addition, the User itself shall be responsible for the entry and the maintenance of its User Data. Score Technologies shall create a back-up copy of the User Data at least on a weekly basis

The User grants to Score Technologies a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute User Data as is reasonable or necessary for Score Technologies to perform or provide the ScoreAlerts exclusively to the User

The User it is solely responsible for all User Data, in particular that its transfer and use in accordance with this Agreement does not violate any applicable laws, including data protection laws, and/or intellectual property rights of third parties

The User acknowledges that Score Technologies does not exercise any control over User Data and that it acts as a mere or passive conduit in transmitting and handling User Data

Any processing of personal and sensitive data of the User by Score Technologies shall be governed by a separate data processing agreement to be executed in accordance with Art. 28 GDPR

Limitation of Liability

In case of wilful misconduct, Score Technologies shall be liable according to the statutory provisions of applicable law

In case of gross negligence, Score Technologies shall be liable according to the statutory provisions of applicable law

In case of ordinary negligence, Score Technologies shall – provided that the standard of liability is not limited according to statutory provisions of applicable law (such as any limitation to the duty of care observed in own affairs) – only be liable for breach of material contractual obligations (material contractual obligations are obligations the breach of which endangers the purpose of the agreement and the fulfilment of which the User generally relies and may reasonably rely on); in this case Score Technologies’ liability shall be limited to the typical damages that were reasonably foreseeable. Therefore, indirect and consequential damages resulting from defects of the delivered goods and/or work are only eligible for compensation if such damages are typical and reasonably foreseeable and when the goods and/or work are used in conformity with its intended purpose

The aforementioned limitations do not apply to

damages resulting from injury to life, body or health

liability pursuant to the German Product Liability Act

the assumption of a guarantee for the condition of goods and/or work (Beschaffenheitsgarantie) or fraudulent concealment of defects by Score Technologies

The aforementioned limitations of liability shall, subject to the provisions of Section 9.4, apply to (i) any liability claims for whatever legal reason but in particular due to impossibility, default, defective or incorrect delivery, breach of contract, breach of obligations in contractual negotiations and tort, as far as such claims are subject to fault, and (ii) any breach of duty by vicarious agents or any other person for whose conduct Score Technologies can be held liable according to the statutory provisions of applicable law

User Indemnity

User will defend Score Technologies from any third party claim (“Claim”), and will indemnify and hold harmless Score Technologies from and against any damages and costs awarded against Score Technologies, or agreed in settlement by User (including attorneys’ fees) resulting from such Claim, to the extent caused by

modifications of the ScoreAlerts by User, its affiliates, users, or third party contractors

User’s or its affiliate’s unauthorized supply, disclosure, or processing of User Data, including personal data therein, and

User’s or its affiliate’s violation of laws applicable to User’s or its affiliate’s business

User will have no liability or obligation with respect to any Claim if such claim is caused in whole or in part by Score Technologies’ breach of this Agreement or violation of applicable law

In the event of a potential indemnity obligation under this Section, Score Technologies will: (i) promptly notify the User in writing of the claim, (ii) allow the User the right to control the investigation, defense and settlement (if applicable) of such claim at the User’s sole cost and expense, and (iii) upon request of the User, provide all necessary cooperation at the User’s expense

Failure by Score Technologies to notify the User of a claim under this Section will not relieve the User of its obligations under this Section, however, the User will not be liable for any litigation expenses that Score Technologies incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the User in accordance with this Section

The User may not settle any claim that would bind Score Technologies to any obligation or require any admission of fault by Score Technologies, without Score Technologies’ prior written consent

Term and Termination

The Subscription Term shall be defined in ScoreAlerts’s Offer

If ScoreAlerts’s Offer does not contain any specific provisions on the Subscription Term, the Subscription Term shall commence upon execution of the Purchaser Order and shall run for an initial term of one (1) month. Thereafter, it shall extend automatically by consecutive one (1) month renewal terms, unless terminated by either Party with fifteen (15) days’ written notice to the end of the initial term or any renewal term

This Agreement may be terminated by Score Technologies: (i) if the User fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to the User if the User fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) the User files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern

Upon termination of this Agreement, the User shall no longer access the ScoreAlerts and the User shall not circumvent any security mechanisms contained therein

Termination of this Agreement will not limit either Party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve the User’s obligation to pay all Service Fees that have accrued or are otherwise owed by the User under this Agreement

The User shall be responsible for extracting any User Data stored on the Software which User wishes to use post termination prior to termination

Anonymized data previously produced from the User Data may be retained. Technical copies produced within an IT archiving system may be retained by Score Technologies

Promotion of cooperation

Score Technologies is permitted to use the cooperation, its learnings, and the results of the cooperation governed by this Agreement for promotional purposes. This includes, but is not limited to, the use of the Club’s name and logo on Score Technologies’ website, in pitch decks, marketing materials, and presentations, both online and offline

Score Technologies agrees to use the Club’s logo and name in a professional and respectful manner and, upon the Club’s reasonable request, to remove or modify specific uses in future materials

Final Provision

Each Party shall bear its own costs incurred in connection with the execution and performance of this Agreement, unless expressly agreed otherwise in this Agreement

This Agreement fully reflects the agreement between the Parties regarding the subject matter; no oral or other side agreements exist. Unless expressly agreed otherwise in this Agreement, all previous agreements between the Parties regarding the subject matter shall be fully replaced by this Agreement with effect from the effective date of this Agreement

Amendments or additions to this Agreement shall require written form to be effective, unless a stricter form is required under mandatory law. The same applies to the waiver of this written form requirement. Unless expressly agreed otherwise in this Agreement, e-mails do not comply with this written form requirement. The written form requirement under this Agreement shall be deemed to have been met when the copy of a declaration is being transmitted by telecommunications (e.g. as an attachment to an e-mail) and that copy contains the signature of the person making that declaration, unless a stricter form is required under mandatory law

Neither Party is entitled to transfer this Agreement or to assign rights or obligations under this Agreement to a third Party without the prior written consent of the other Party

This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded

Exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Munich I, unless otherwise required by mandatory law

Should any provision of this Agreement be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions of this Agreement shall not be affected. The same shall apply if and insofar as a gap in this Agreement becomes apparent. In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to or corresponds to what the Parties economically intended or would have intended according to the spirit and purpose of this Agreement, had they considered this point

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