Scoreboard/Terms And Conditions

1. 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 “Club”) with access to certain applications as set forth on Score Solution’s Offer (“Score Solution”) that Score Technologies makes generally available to its general customer base.
The Score Solution is an AI-based solution that is designed to assist football clubs and other sports clubs in managing their contracts. More specifically, the Score Solution may be used by the Club to monitor payments and fees (including “sell on participation” meaning, that the initial seller will participate in the value of future transfers) under the contracts governing the transfers of players (either on a permanent or temporary basis), from and to Club, player agreements, agent agreements and other types of agreements Further, the Score Solution may support the Club’s cash-flow plannings.
In order to execute an agreement governing the use of the Score Solution by the Club (the “Agreement”), the Club must accept the offer issued by Score Technologies which shall contain the prices and other specifics of the cooperation between the Parties (the “Offer”).

2. License Grant and Right of Use

Score Technologies makes available the Score Solution to the Club under a Software-as-a-Service (SaaS) model limited to the term of this Agreement as defined in Score Solution’s Offer (the “Subscription Term”).
Subject to all limitations and restrictions contained in this Agreement, Score Technologies grants the Club a non-exclusive, and non-transferable, non-sublicensable right to access the Score Solution 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 Score Solution’s Offer, the Club shall not permit any subsidiaries, affiliated companies, or third parties to access the Score Solution.
Score Technologies is entitled to update the Score Solution on a regular basis as part of its overall lifecycle management and product improvement policy. Any updates to the Score Solution are subject to this Agreement.
Subject to the terms of Score Solution’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.

3. Club Account and Authorized Users

Club may need to register for an account in order to place orders or access or receive the Score Solution (the “Club Account”). Club agrees to keep its Club Account information current, accurate and complete so that Score Technologies may send notices, statements and other information to Club via email or through its Club Account, which notifications will be subject to this Agreement and Score Technologies’ website privacy notice. The Club will be responsible for maintaining the confidentiality of user login information and credentials for accessing the Score Solution and will notify Score Technologies promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Club becomes aware. Score Technologies will not be liable for any damage or loss that may result from Club’s breach of the foregoing obligations.
Unless agreed otherwise in Score Solution’s Offer, the Club will receive the right to create a User Account. A “User Account” means an online account that permits access to the Score Solution, which is set-up for the Club, provided that multiple Authorized Users (as defined below) may use such User Account by using individualized access data for each Authorized User. The maximum number of Authorized Users (as defined below) is specified in Score Solution’s Offer. The Score Solution’s Offer may also contain certain rights and privileges for the individual Authorized Users.
Unless expressly provided otherwise in Score Solution’s Offer, “Authorized Users” will only consist of: (i) employees of the Club, and (ii) subject to Section 78 (Confidentiality), third party contractors (such as external legal advisors) of the Club who do not compete with Score Technologies. The Club is fully liable for the acts and omissions of Authorized Users under this Agreement.
The Club is responsible for ensuring that access to a User Account is not shared. Only one individual may authenticate to one User Account.
The Club shall be obliged to inform its Authorized Users before the beginning of use of the Score Solution about the rights and obligations set forth in this Agreement. The Club will be liable for any violation of obligations by its Authorized Users or by other third parties who violate obligations within the Club’s control.

4. 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 Club under this Agreement is subject to the following prohibitions:
1. the Club must not permit any unauthorized person to access or use the Score Solution;
2. the Club must not use the Score Solution to provide services to third parties, unless otherwise specified in the Agreement;
3. the Club must not republish or redistribute any content or material from the Score Solution;
4. the Club must not make any alteration to the Software, except as permitted by the Documentation; and
5. the Club 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 Score Solution; (ii) modify, translate or create derivative works based on the Score Solution (except to the extent expressly permitted by Score Technologies).
The Club agrees not to use the Score Solution to
1. process data on behalf of any third party other than Club’s Authorized Users;
2. send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws;
3. engage in unlawful conduct, including but not limited to violation of any person’s privacy or publicity rights;
4. store or transmit any content that infringes upon any third party’s intellectual property rights;
5. interfere with or disrupt the integrity or performance of the Score Solution and its components;
6. post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
7. post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software;
8. 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 Score Solution or remove any data or content transmitted via the Score Solution without liability (i) if Score Technologies reasonably believes that the Score Solution 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 Club prior to suspending the access to the Score Solution as permitted under this Agreement, or (iii) as otherwise specified in this Agreement.
Information on Score Technologies’ servers may be unavailable to the Club during a suspension of access to the Score Solution. Score Technologies will use commercially reasonable efforts to give the Club 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.

5. Service Fees

The Club shall pay Score Technologies the fees indicated on Score Solution’s Offer (the “Service Fees”).
Unless otherwise provided in Score Solution’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 Club has set up a direct debit, Score Technologies will not debit the Club’s designated account before seven (7) days have elapsed from the date of the invoice.
If the Club is delinquent on a payment of Service Fees for fifteen (15) days or more, Score Technologies may suspend access to the Score Solution.
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 Club, 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 Club to either Score Technologies or, as applicable, directly to the local tax authorities.

6. IP Ownership

The Club acknowledges that, subject to the SaaS Licenses granted herein, the Club has no ownership interest in the Score Solution or Score Technologies materials provided to the Club.
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 Club’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 Club’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 Club’s name and/or logo as may be agreed between the Parties.

7. 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.

8. Club Data and Data Protection

Before entering its data and information to the Score Solution (such data the “Club Data”), the Club 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 Club itself shall be responsible for the entry and the maintenance of its Club Data. Score Technologies shall create a back-up copy of the Club Data at least on a weekly basis.
The Club grants to Score Technologies a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Club Data as is reasonable or necessary for Score Technologies to perform or provide the Score Solution exclusively to the Club.
The Club it is solely responsible for all Club 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 Club acknowledges that Score Technologies does not exercise any control over Club Data and that it acts as a mere or passive conduit in transmitting and handling Club Data.
Any processing of personal and sensitive data of the Club by Score Technologies shall be governed by a separate data processing agreement to be executed in accordance with Art. 28 GDPR.

9. 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 Club 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
1. damages resulting from injury to life, body or health;
2. liability pursuant to the German Product Liability Act;
3. 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.

10. Club Indemnity

Club 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 Club (including attorneys’ fees) resulting from such Claim, to the extent caused by:
1. modifications of the Score Solution by Club, its affiliates, users, or third party contractors,
Club’s or its affiliate’s unauthorized supply, disclosure, or processing of Club Data, including personal data therein, and
Club’s or its affiliate’s violation of laws applicable to Club’s or its affiliate’s business.
Club 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 Club in writing of the claim, (ii) allow the Club the right to control the investigation, defense and settlement (if applicable) of such claim at the Club’s sole cost and expense, and (iii) upon request of the Club, provide all necessary cooperation at the Club’s expense.
Failure by Score Technologies to notify the Club of a claim under this Section will not relieve the Club of its obligations under this Section, however, the Club 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 Club in accordance with this Section.
The Club 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.

11. Term and Termination

The Subscription Term shall be defined in Score Solution’s Offer.
If Score Solution’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) year. Thereafter, it shall extend automatically by consecutive one (1) year renewal terms, unless terminated by either Party with three (3) months’ written notice to the end of the initial term or any renewal term.
This Agreement may be terminated by Score Technologies: (i) if the Club fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to the Club if the Club 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 Club 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.
This Agreement may be terminated by the Club on ninety (90) days written notice to Score Technologies if Score Technologies fails to perform any material obligation required of it hereunder, and such failure is not cured within ninety (90) days from Score Technologies’ receipt of the Club’s notice or a longer period if Score Technologies is working diligently towards a cure.
Upon termination of this Agreement, the Club shall no longer access the Score Solution and the Club 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 Club’s obligation to pay all Service Fees that have accrued or are otherwise owed by the Club under this Agreement.
The Club shall be responsible for extracting any Club Data stored on the Software which Club wishes to use post termination prior to termination.
Anonymized data previously produced from the Club Data may be retained. Technical copies produced within an IT archiving system may be retained by Score Technologies.

12. 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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