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TERMS AND CONDITIONS

SAAS AGREEMENT

PLEASE READ CAREFULLY BEFORE USING OUR SOFTWARE:

This agreement is a legal agreement between you (" Customer" or " you") and
Perfici Intelligence Limited of at Unit 5 Oranmore Business Park, Oranmore,
Galway (" Supplier”, “ us" or " we").

We license use of the Software and the Documentation to you on the basis of this
agreement. We do not sell the Software or Documentation to you. We remain the
owners of the Software and Documentation at all times.

IMPORTANT NOTICE TO ALL USERS:

BY SIGNING BELOW YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU
AND YOUR EMPLOYEES. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR,
LIMITATIONS ON LIABILITY IN CLAUSE 13.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE THE
SOFTWARE AND DOCUMENTATION TO YOU AND YOU MAY NOT USE THE SOFTWARE OR DOCUMENTS
FROM PERFICI INTELLIGENCE LIMITED.

YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE.

IT IS HEREBY AGREED

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this
agreement

"Authorised Users" means those employees, agents and independent contractors of
the Customer who are authorised by the Customer to use the Services and the
Software under the Plan, each plan having a limit of Authorised Users. "Business
Day" means a day other than a Saturday, Sunday or public holiday in Ireland when
banks in Dublin are open for business. “Content” means the videos and other
content created by the Customer and made using the Software and Services.
"Control" means the beneficial ownership of more than 50% of the issued share
capital of a company or the legal power to direct or cause the direction of the
general management of the company, and controls, controlled and the expression
change of control shall be construed accordingly. "Confidential Information"
means information that is proprietary or confidential and is either clearly
labelled as such or identified as Confidential Information in clause 11.6 or
clause 11.7. "Customer Data" means the data inputted by the Customer, Authorised
Users, or the Supplier on the Customer's behalf for the purpose of using the
Services or facilitating the Customer's use of the Services. "Documentation"
means the documents made available to the Customer by the Supplier online via
Rugby UnionSmarts.com or such other web address notified by the Supplier to the
Customer from time to time which sets out a description of the Services and the
user instructions for the Services under the Plan. "Effective Date" means the
date of this agreement. “Initial Subscription Term” means the initial term of
this subscription as set out on the date this agreement is signed. “Mandatory
Policies” means the Supplier’s business policies and codes notified to the
Customer by the Supplier from time to time. “Normal Business Hours” means 9.00
am to 5.00 pm local Irish time, each business day. “Plan” means the
Professional, Elite customised or other plan purchased by the Customer to use
the Services. “Renewal Period” means the period described in clause 14.1.
“Services” means the subscription services provided by the Supplier to the
Customer under this agreement via Rugby UnionSmarts.com or any other website
notified to the Customer by the Supplier from time to time, as more particularly
described in the Documentation. “Software” means the online software
applications made available to the Customer online via Rugby UnionSmarts.com or
such other website address notified to the Customer by the Supplier from time to
time. “Subscription Fees” means the subscription fees payable by the Customer to
the Supplier for the User Subscriptions at the Supplier’s list prices from time
to time for the relevant Plan. “Subscription Term” has the meaning given in
clause 14.1 (being the initial Subscription Term together with any subsequent
Renewal Periods.) “Support Services Policy” means the Supplier’s policy for
providing standard support in relation to the Services as made available at
Rugby UnionSmarts.com or such other website address notified to the Customer by
the Supplier from time to time. “User Subscriptions” means the user
subscriptions under the Plan purchased by the Customer pursuant to clause 9.1
which entitles Authorised Users to access and use the Services and the Tools in
accordance to this agreement. “Virus” means any thing or device (including any
software, code, file or programme) which may: prevent, impair or otherwise
adversely affect the operation of any computer software, hardware or network,
any telecommunications service, equipment or network or any other service or
device; prevent, impair or otherwise adversely affect access to or the operation
of any programme or data, including the reliability of any programme or data
(whether by re-arranging, altering or erasing the programme or data in whole or
part or otherwise); or adversely affect the user experience “Year” means the
period of 12 months from the Effective Date and each consecutive period of 12
months thereafter.

1.2 Clause, schedule, and paragraph headings shall not affect the interpretation
of this agreement

1.3 A person includes an individual, corporate or unincorporate body (whether or
not having separate legal personality) and that person’s legal and personal
representatives, successors or permitted assigns

1.4 A reference to a company shall include any company, corporation or other
body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include
the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall
include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it
is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all
subordinate legislation made as at the date of this agreement under the statute
or statutory provision.

1.9 A reference to writing or written includes faxes but not email.

1.10 References to clauses and schedules are to the clauses and schedules of
this agreement; references to paragraphs are to paragraphs of the relevant
schedule to this agreement.

2. USER SUBSCRIPTIONS

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with
clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the
other terms and conditions of this agreement, the Supplier hereby grants to the
Customer non-exclusive, non-transferrable right, without the right to grant
sublicenses, to permit the Authorised Users to use the Services and the Software
during the Subscription Term solely for the Customer’s internal business
operations.

2.2 In relation to the Authorised Users, the Customers undertakes that:

2.2.1 the maximum number of Authorised Users that it authorises to access and
use the Services and the Software shall not exceed the number if User
Subscriptions it has purchased from time to time under the Plan;

2.2.2 it will not allow or suffer any User Subscription to be used by more than
one individual Authorised User unless it has been reassigned in its entirety to
another individual Authorised User, in which case the prior Authorised User
shall no longer have any right to access or use the Services and/or the
Software;

2.2.3 each Authorised User shall keep a secure password for their use of the
Services and Software, that such password shall be changed no less frequently
than monthly and that each Authorised User shall keep their password
confidential;

2.2.4 it shall remain a written, up to date list of current Authorised Users and
provide such list to the Supplier with 5 Business Days of the Supplier’s written
request at any time or times;

2.2.5 it shall permit the Supplier to audit the Services in order to establish
the name and password of each Authorised User. Such audit may be conducted no
more than once per quarter, at the Supplier’s expense, and this right shall be
exercised with reasonable prior notice, in such a manner as not to substantially
interfere with the Customer’s normal conduct of business;

2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password
has been provided to any individual who is not an Authorised User, then without
prejudice to the Supplier's other rights, the Customer shall promptly disable
such passwords and the Supplier shall not issue any new passwords to any such
individual; and

2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer
has underpaid Subscription Fees to the Supplier, then without prejudice to the
Supplier's other rights, the Customer shall pay to the Supplier an amount equal
to such underpayment as calculated in accordance with the prices set out under
the Plan within 10 Business Days of the date of the relevant audit.

2.3 The Customer and its Authorised Users shall not access, store, distribute or
transmit any Viruses, or any material or Content during the course of its use of
the Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing,
harassing or racially or ethnically offensive;

2.3.2 breaches any content standards as determined by the Supplier from time to
time;

2.3.3 facilitates illegal activity

2.3.4 depicts sexually explicit images

2.3.5 promotes unlawful violence;

2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability; or

2.3.7 is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other
rights to the Customer, to disable the Customer's access to any material that
breaches the provisions of this clause.

2.4 The Customer shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of
exclusion by agreement between the parties and except to the extent expressly
permitted under this agreement:

 1. attempt to copy, modify, duplicate, create derivative works from, frame,
    mirror, republish, download, display, transmit, or distribute all or any
    portion of the Software and/or Software (as applicable) in any form or media
    or by any means; or
 2. attempt to de-compile, reverse compile, disassemble, reverse engine



2.4.2 access all or any part of the Services and Software in order to build a
product or service which competes with the Services and/or the Software; or

2.4.3 use the Services and/or Software to provide services to third parties; or

2.4.4 subject to clause 22.1, license, sell, rent, lease, transfer, assign,
distribute, display, disclose, or otherwise commercially exploit, or otherwise
make the Services and/or Software available to any third party except the
Authorised Users subject to the limitations of the Plan, or

2.4.5 2.4.5 attempt to obtain, or assist third parties in obtaining, access to
the Services and/or the Software, other than as provided under this clause 2.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised
access to, or use of, the Services and/or the Software and, in the event of any
such unauthorised access or use, promptly notify the Supplier.

2.6 The Customer shall be liable for all acts and omissions of its Authorised
Users

2.7 The rights provided under this clause 2 are granted to the Customer only and
shall not be considered granted to any subsidiary or holding company of the
Customer.

3. ADDITIONAL USER SUBSCRIPTIONS

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time
during any Subscription Term, purchase additional User Subscriptions in excess
of the number set out under the Plan and the Supplier shall grant access to the
Services and the Software to such additional Authorised Users in accordance with
the provisions of this agreement

3.2 If at any time the Customer wishes to purchase additional User
Subscriptions, the Customer shall notify the Supplier in writing. The Supplier
shall evaluate such request for additional User Subscriptions and respond to the
Customer with approval or rejection of the request (such approval not to be
unreasonably withheld). Where the Supplier approves the request, the Supplier
shall activate the additional User Subscriptions within 5 Business Days of its
approval of the Customer’s request

3.3 If the Supplier approves the Customer's request to purchase additional User
Subscriptions, the Customer shall, within 30 days of the date of the Supplier's
invoice, pay to the Supplier the relevant fees for such additional User
Subscriptions as at the Supplier’s then list prices for the additional User
Subscriptions under the relevant Plan.

4. SERVICES

4.1 The Supplier shall, during the Subscription Term, provide the Services and
make available the Software to the Customer on and subject to the terms of this
agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the
Services available 24 hours a day, seven days a week, except for:

4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm
to 2.00 am Irish time; and

4.2.1 unscheduled maintenance performed outside Normal Business Hours, provided
that the Supplier has used reasonable endeavours to give the Customer at least 6
Normal Business Hours' notice in advance.

4.3 The Supplier will, as part of the Services provide the Customer with the
Supplier's standard customer support services during Normal Business Hours in
accordance with the Supplier's Support Services Policy in effect at the time
that the Services are provided.1 The Supplier may amend the Support Services
Policy in its sole and absolute discretion from time to time. The Customer may
purchase enhanced support services separately at the Supplier's then current
rates.

5. CUSTOMER DATA

5.1 The Customer shall own all right, title and interest in and to all of its
own Customer Data

5.2 The Supplier shall follow its archiving procedures for Customer Data as set
out in its Back-Up Policy available at Rugby UnionSmarts.com or such other
website address as may be notified to the Customer from time to time, as such
document may be amended by the Supplier in its sole discretion from time to
time. In the event of any loss or damage to Customer Data, the Customer's sole
and exclusive remedy shall be for the Supplier to use reasonable commercial
endeavours to restore the lost or damaged Customer Data from the latest back-up
of such Customer Data maintained by the Supplier in accordance with the
archiving procedure described in its Back-Up Policy. The Supplier shall not be
responsible for any loss, destruction, alteration or disclosure of Customer Data
caused by any third party (except those third parties sub-contracted by the
Supplier to perform services related to Customer Data maintenance and back-up).

5.3 The Supplier shall, in providing the Services, comply with its Privacy and
Security Policy relating to the privacy and security of the Customer Data
available at Rugby UnionSmarts.com or such other website address as may be
notified to the Customer from time to time, as such document may be amended from
time to time by the Supplier in its sole discretion.

5.4 If the Supplier processes any personal data on the Customer's behalf when
performing its obligations under this agreement, the parties record their
intention that the Customer shall be the data controller and the Supplier shall
be a data processor and in any such case:

5.4.1 the Customer acknowledges and agrees that the personal data may be
transferred or stored outside the EEA or the country where the Customer and the
Authorised Users are located in order to carry out the Services and the
Supplier's other obligations under this agreement

5.4.2 the Customer shall ensure that the Customer is entitled to transfer the
relevant personal data to the Supplier so that the Supplier may lawfully use,
process and transfer the personal data in accordance with this agreement on the
Customer's behalf;

5.4.3 the Customer shall ensure that the relevant third parties have been
informed of, and have given their consent to, such use, processing, and transfer
as required by all applicable data protection legislation;

5.4.4 Notwithstanding anything to the contrary, the Supplier will have the right
collect and analyse data and other information relating to the provision, use
and performance of various aspects of Services and related systems and
technologies (including, without limitation, information concerning Customer
Data and data derived therefrom), and the Supplier will be free (during and
after the term hereof) to

 1. use such information and data to improve and enhance Services and for other
    development, diagnostic and corrective purposes in connection with Services
    and other Company offerings, and
 2. disclose such data solely in aggregate or other de-identified form in
    connection with its business. No rights or licenses are granted except as
    expressly set forth herein.

5.4.5 the Supplier shall process the personal data only in accordance with the
terms of this agreement and any lawful instructions reasonably given by the
Customer from time to time; and

5.4.6 each party shall take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data or its
accidental loss, destruction or damage.

6. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access
the website content of, correspond with, and purchase products and services
from, third parties via third-party websites and that it does so solely at its
own risk. The Supplier makes no representation, warranty or commitment and shall
have no liability or obligation whatsoever in relation to the content or use of,
or correspondence with, any such third-party website, or any transactions
completed, and any contract entered into by the Customer, with any such third
party. Any contract entered into and any transaction completed via any
third-party website is between the Customer and the relevant third party, and
not the Supplier. The Supplier recommends that the Customer refers to the third
party's website terms and conditions and privacy policy prior to using the
relevant third-party website. The Supplier does not endorse or approve any
third-party website nor the content of any of the third-party website made
available via the Services.

7. SUPPLIER’S OBLIGATIONS

7.1 The Supplier undertakes that the Services will be performed substantially in
accordance with the Documentation and with reasonable skill and care

7.2 The undertaking at clause 7.1 shall not apply to the extent of any
non-conformance which is caused by use of the Services contrary to the
Supplier's instructions, or modification or alteration of the Services by any
party other than the Supplier or the Supplier's duly authorised contractors or
agents. If the Services do not conform with the foregoing undertaking, Supplier
will, at its expense, use all reasonable commercial endeavours to correct any
such non-conformance promptly, or provide the Customer with an alternative means
of accomplishing the desired performance. Such correction or substitution
constitutes the Customer's sole and exclusive remedy for any breach of the
undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:

7.2.1 does not warrant that the Customer's use of the Services and the Software
will be uninterrupted or error-free; or that the Services, Software and/or the
information obtained by the Customer through the Services will meet the
Customer's requirements; and

7.2.2 is not responsible for any delays, delivery failures, or any other loss or
damage resulting from the transfer of data over communications networks and
facilities, including the internet, and the Customer acknowledges that the
Services and Software may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.

7.3 This agreement shall not prevent the Supplier from entering into similar
agreements with third parties, or from independently developing, using, selling
or licensing documentation, products and/or services which are similar to those
provided under this agreement.

7.4 The Supplier warrants that it has and will maintain all necessary licences,
consents, and permissions necessary for the performance of its obligations under
this agreement

8. CUSTOMER OBLIGATIONS

8.1 The Customer shall:

8.1.1 provide the Supplier with:

 1. all necessary co-operation in relation to this agreement; and
 2. all necessary access to such information as may be required by the Supplier;
    in order to provide the Services, including but not limited to Customer
    Data, security access information and configuration services;

8.1.2 use diligent and reasonable care and comply with all applicable laws and
regulations with respect to its activities under this agreement including all
applicable data protection and privacy laws and regulations;

8.1.3 carry out all other Customer responsibilities set out in this agreement in
a timely and efficient manner. In the event of any delays in the Customer's
provision of such assistance as agreed by the parties, the Supplier may adjust
any agreed timetable or delivery schedule as reasonably necessary;

8.1.4 ensure that the Authorised Users use the Services and the Software in
accordance with the terms and conditions of this agreement and shall be
responsible for any Authorised User's breach of this agreement

8.1.5 obtain and shall maintain all necessary licences, consents, and
permissions necessary for the Supplier, its contractors and agents to perform
their obligations under this agreement, including without limitation the
Services;

8.1.6 ensure that its network and systems comply with the relevant
specifications provided by the Supplier from time to time; and

8.1.7 be solely responsible for procuring and maintaining its network
connections and telecommunications links from its systems to the Supplier's data
centres, and all problems, conditions, delays, delivery failures and all other
loss or damage arising from or relating to the Customer's network connections or
telecommunications links or caused by the internet.

9. CHARGES AND PAYMENT

9.1 The Customer shall pay the Subscription Fees to the Supplier for the User
Subscriptions in accordance with this clause 9 and published list prices for the
relevant Plan.

9.2 The Customer shall on the Effective Date provide to the Supplier valid,
up-to-date and complete credit card details or approved purchase order
information acceptable to the Supplier and any other relevant valid, up-to-date
and complete contact and billing details and, if the Customer provides:

9.2.1 9.2.1 its credit card details to the Supplier, the Customer hereby
authorises the Supplier to bill such credit card:

 1. on the Effective Date for the Subscription Fees payable in respect of the
    Initial Subscription Term; and
 2. subject to clause 14.1, on each anniversary of the Effective Date for the
    Subscription Fees payable in respect of the next Renewal Period;

9.2.2 its approved purchase order information to the Supplier, the Supplier
shall invoice the Customer:

 1. on the Effective Date for the Subscription Fees payable in respect of the
    Initial Subscription Term; and
 2. subject to clause 14.1, at least 30 days prior to each anniversary of the
    Effective Date for the Subscription Fees payable in respect of the next
    Renewal Period,

9.3 If the Supplier has not received payment within 30 days after the due date,
and without prejudice to any other rights and remedies of the Supplier:

9.3.1 the Supplier may, without liability to the Customer, disable the
Customer's password, account and access to all or part of the Services and the
Supplier shall be under no obligation to provide any or all of the Services
while the invoice(s) concerned remain unpaid; and

9.3.2 interest shall accrue on a daily basis on such due amounts at an annual
rate equal to 3% over the then current base lending rate of the Supplier's
bankers in Ireland from time to time, commencing on the due date and continuing
until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this agreement:

9.4.1 shall be payable in Euro;

9.4.2 are, subject to clause 13.3.2, non-cancellable and non-refundable;

9.4.3 are exclusive of value added tax, which shall be added to the Supplier's
invoice(s) at the appropriate rate

9.5 If, at any time whilst using the Services, the Customer exceeds the amount
of disk storage space specified in the Documentation, the Supplier shall charge
the Customer €25 per TB, and the Customer shall pay, the Supplier's then current
excess data storage fees.

9.5 If, at any time whilst using the Services, the Customer exceeds the amount
of disk storage space specified in the Documentation, the Supplier shall charge
the Customer €25 per TB, and the Customer shall pay, the Supplier's then current
excess data storage fees.

10. PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors
own all intellectual property rights in the Services and the Software. Except as
expressly stated herein, this agreement does not grant the Customer any rights
to, under or in, any patents, copyright, database right, trade secrets, trade
names, trade marks (whether registered or unregistered), or any other rights or
licences in respect of the Services or the Software.

10.2 The Supplier confirms that it has all the rights in relation to the
Services and the Software that are necessary to grant all the rights it purports
to grant under, and in accordance with, the terms of this agreement

10.3 The Customer acknowledges and agrees that the Supplier owns all
intellectual property rights in the Content. The Supplier hereby agrees to grant
the Customer a non-exclusive, non-transferable right, to permit the Customer to
access and use the Content during the Subscription Term in the course of its
ordinary business operations.

11. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

11.1 Each party may be given access to Confidential Information from the other
party in order to perform its obligations under this agreement. A party's
Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of
the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without
restriction on disclosure;

11.1.4 is independently developed by the receiving party, which independent
development can be shown by written evidence; or

11.2 Subject to clause 11.4, each party shall hold the other's Confidential
Information in confidence and, unless required by law, not make the other's
Confidential Information available to any third party, or use the other's
Confidential Information for any purpose other than the implementation of this
agreement.

11.3 Each party shall take all reasonable steps to ensure that the other's
Confidential Information to which it has access is not disclosed or distributed
by its employees or agents in violation of the terms of this agreement

11.4 A party may disclose Confidential Information to the extent such
Confidential Information is required to be disclosed by law, by any governmental
or other regulatory authority or by a court or other authority of competent
jurisdiction, provided that, to the extent it is legally permitted to do so, it
gives the other party as much notice of such disclosure as possible and, where
notice of disclosure is not prohibited and is given in accordance with this
clause 11.4, it takes into account the reasonable requests of the other party in
relation to the content of such disclosure.

11.5 Neither party shall be responsible for any loss, destruction, alteration or
disclosure of Confidential Information caused by any third party

11.6 The Customer acknowledges that details of the Services, and the results of
any performance tests of the Services, constitute the Supplier's Confidential
Information

11.7 The Supplier acknowledges that the Customer Data is the Confidential
Information of the Customer

11.8 No party shall make, or permit any person to make, any public announcement
concerning this agreement without the prior written consent of the other parties
(such consent not to be unreasonably withheld or delayed), except as required by
law, any governmental or regulatory authority (including, without limitation,
any relevant securities exchange), any court or other authority of competent
jurisdiction

11.9 The above provisions of this clause 11 shall survive termination of this
agreement, however arising.

11.10 In performing its obligations under this agreement the Customer shall
comply with the Mandatory Policies

12. INDEMNITY

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against
claims, actions, proceedings, losses, damages, expenses and costs (including
without limitation court costs and reasonable legal fees) arising out of or in
connection with the Customer's and its Authorised Users’ use of the Services
and/or the Software, or as a result of a breach of clause 2.3.

12.2 The Supplier accepts no liability howsoever arising from any improper use
of the Services or the Software by the Customer or an Authorised User (this
includes the content of any video or other Content created using the Services).

12.3 The Supplier shall defend the Customer, its officers, directors and
employees against any claim that the Services or the Software infringes any
patent effective as of the Effective Date, copyright, trade mark, database right
or right of confidentiality, and shall indemnify the Customer for any amounts
awarded against the Customer in judgment or settlement of such claims, provided
that:

12.3.1 the Supplier is given prompt notice of any such claim;

12.3.2 the Customer provides reasonable co-operation to the Supplier in the
defence and settlement of such claim, at the Supplier's expense; and

12.3.3 the Supplier is given sole authority to defend or settle the claim

12.4 In the defence or settlement of any claim, the Supplier may procure the
right for the Customer to continue using the Services, replace or modify the
Services so that they become non-infringing or, if such remedies are not
reasonably available, terminate this agreement on 2 Business Days' notice to the
Customer without any additional liability or obligation to pay liquidated
damages or other additional costs to the Customer.

12.5 In no event shall the Supplier, its employees, agents and sub-contractors
be liable to the Customer or any Authorised User to the extent that the alleged
infringement is based on:

12.5.1 a modification of the Services or the Software by anyone other than the
Supplier; or

12.5.2 the Customer's or its Authorised Users’ use of the Services or the
Software in a manner contrary to the instructions given to the Customer by the
Supplier; or

12.5.3 the Customer's or its Authorised Users’ use of the Services or the
Software after notice of the alleged or actual infringement from the Supplier or
any appropriate authority.

12.6 The foregoing and clause 13.3.2 states the Customer's sole and exclusive
rights and remedies, and the Supplier's (including the Supplier's employees',
agents' and sub-contractors') entire obligations and liability, for infringement
of any patent, copyright, trade mark, database right or right of
confidentiality.

13. LIMITATION OF LIABILITY

13.1 Except as expressly and specifically provided in this agreement:

13.1.1 the Customer assumes sole responsibility for results obtained from the
use of the Services and the Software by the Customer or its Authorised Users,
and for conclusions drawn from such use. The Supplier shall have no liability
for any damage caused by errors or omissions in any information, instructions or
scripts provided to the Supplier by the Customer or its Authorised Users in
connection with the Services, or any actions taken by the Supplier at the
Customer's direction;

13.1.2 all warranties, representations, conditions and all other terms of any
kind whatsoever implied by statute or common law are, to the fullest extent
permitted by applicable law, excluded from this agreement; and

13.1.3 the Services are provided to the Customer on an "as is" basis

13.2 Nothing in this agreement excludes the liability of the Supplier:

13.2.1 for death or personal injury caused by the Supplier's negligence; or

13.2.2 for fraud or fraudulent misrepresentation

13.3 Subject to clause 13.1 and clause 13.2:

13.3.1 the Supplier shall not be liable whether in tort (including for
negligence or breach of statutory duty), contract, misrepresentation,
restitution or otherwise for any loss of profits, loss of business, depletion of
goodwill and/or similar losses or loss or corruption of data or information, or
pure economic loss, or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising under this agreement; and

13.3.2 the Supplier's total aggregate liability in contract (including in
respect of the indemnity at clause 12.3), tort (including negligence or breach
of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this agreement
shall be limited to the total Subscription Fees paid for the User Subscriptions
during the 12 months immediately preceding the date on which the claim arose.

14. TERM AND TERMINATION

14.1 This agreement shall, unless otherwise terminated as provided in this
clause 14, commence on the Effective Date and shall continue for the Initial
Subscription Term and, thereafter, this agreement shall be automatically renewed
for successive periods of 12 months (each a "Renewal Period"), unless:

14.1.1 either party notifies the other party of termination, in writing, at
least 30 days before the end of the Initial Subscription Term or any Renewal
Period, in which case this agreement shall terminate upon the expiry of the
applicable Initial Subscription Term or Renewal Period; or

14.1.2 otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods
shall constitute the "Subscription Term".

14.2 Without affecting any other right or remedy available to it, either party
may terminate this agreement with immediate effect by giving written notice to
the other party if:

14.2.1 the other party fails to pay any amount due under this agreement on the
due date for payment and remains in default not less than 30 days after being
notified in writing to make such payment;

14.2.2 the other party commits a material breach of any other term of this
agreement which breach is irremediable or (if such breach is remediable) fails
to remedy that breach within a period of 30 days after being notified in writing
to do so;

14.2.3 the other party repeatedly breaches any of the terms of this agreement in
such a manner as to reasonably justify the opinion that its conduct is
inconsistent with it having the intention or ability to give effect to the terms
of this agreement;

14.2.4 the other party suspends, or threatens to suspend, payment of its debts
or is unable to pay its debts as they fall due or admits inability to pay its
debts or is deemed unable to pay its debts within the meaning of section 570 of
the Companies Act 2014;

14.2.5 the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a proposal for
or enters into any compromise or arrangement with its creditors other than for
the sole purpose of a scheme for a solvent amalgamation of that other party with
one or more other companies or the solvent reconstruction of that other party

14.2.6 a petition is filed, a notice is given, a resolution is passed, or an
order is made, for or in connection with the winding up of that other party
other than for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party;

14.2.7 an application is made to court, or an order is made, for the appointment
of an administrator, or if a notice of intention to appoint an administrator is
given or if an administrator is appointed, over the other party;

14.2.8 the holder of a qualifying floating charge over the assets of that other
party has become entitled to appoint or has appointed an administrative
receiver;

14.2.9 a person becomes entitled to appoint a receiver over the assets of the
other party or a receiver is appointed over the assets of the other party;

14.2.10 a creditor or encumbrancer of the other party attaches or takes
possession of, or a distress, execution, sequestration or other such process is
levied or enforced on or sued against, the whole or any part of the other
party's assets and such attachment or process is not discharged within 14 days;

14.2.11 any event occurs, or proceeding is taken, with respect to the other
party in any jurisdiction to which it is subject that has an effect equivalent
or similar to any of the events mentioned in clause 14.2.4 to clause 14.2.10
(inclusive);

14.2.12 the other party suspends or ceases, or threatens to suspend or cease,
carrying on all or a substantial part of its business; or

14.2.13 there is a change of control of the other party;

14.3 On termination of this agreement for any reason:

14.3.1 all licences granted under this agreement shall immediately terminate and
the Customer shall immediately cease all use of the Services and the Software;

14.3.2 each party shall return and make no further use of the Software and other
items (and all copies of them) belonging to the other party;

14.3.3 the Supplier may destroy or otherwise dispose of any of the Customer Data
or Content in its possession unless the Supplier receives, no later than ten
days after the effective date of the termination of this agreement, a written
request for the delivery to the Customer of the then most recent back-up of the
Customer Data [and a copy of the Content]3. The Supplier shall use reasonable
commercial endeavours to deliver the back-up to the Customer within 30 days of
its receipt of such a written request, provided that the Customer has, at that
time, paid all fees and charges outstanding at and resulting from termination
(whether or not due at the date of termination). The Customer shall pay, on
demand, all reasonable expenses incurred by the Supplier in returning or
disposing of Customer Data and the Content; and

14.3.4 any rights, remedies, obligations or liabilities of the parties that have
accrued up to the date of termination, including the right to claim damages in
respect of any breach of the agreement which existed at or before the date of
termination shall not be affected or prejudiced

15. FORCE MAJEURE

The Supplier shall have no liability to the Customer under this agreement if it
is prevented from or delayed in performing its obligations under this agreement,
or from carrying on its business, by acts, events, omissions or accidents beyond
its reasonable control, including, without limitation, strikes, lock-outs or
other industrial disputes (whether involving the workforce of the Supplier or
any other party), failure of a utility service or transport or
telecommunications network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or sub-contractors, provided that the Customer is notified
of such an event and its expected duration.

16. CONFLICT

If there is an inconsistency between any of the provisions in the main body of
this agreement and the Schedules, the provisions in the main body of this
agreement shall prevail.

17. VARIATION

No variation of this agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).

18. WAIVER

No failure or delay by a party to exercise any right or remedy provided under
this agreement or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy
shall prevent or restrict the further exercise of that or any other right or
remedy.

19. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided
under this agreement are in addition to, and not exclusive of, any rights or
remedies provided by law.

20. SEVERANCE

20.1 If any provision (or part of a provision) of this agreement is found by any
court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions shall remain in force.

20.2 If any invalid, unenforceable or illegal provision would be valid,
enforceable or legal if some part of it were deleted, the provision shall apply
with whatever modification is necessary to give effect to the commercial
intention of the parties.

21. ENTIRE AGREEMENT

21.1 This agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or
oral, relating to its subject matter

21.2Each party acknowledges that in entering into this agreement it does not
rely on, and shall have no remedies in respect of, any statement,
representation, assurance or warranty (whether made innocently or negligently)
that is not set out in this agreement.

22. ASSIGNMENT

22.1 The Customer shall not, without the prior written consent of the Supplier,
assign, transfer, charge, sub-contract or deal in any other manner with all or
any of its rights or obligations under this agreement.

22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal
in any other manner with all or any of its rights or obligations under this
agreement.

23. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as agent for
the other, and neither party shall have the authority to act in the name or on
behalf of or otherwise to bind the other in any way (including, but not limited
to, the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).

24. NOTICES

24.1 Any notice required to be given under this agreement shall be in writing or
electronic mail (email) and shall be delivered by hand or sent by registered
post or recorded delivery post to the other party at its address set out in this
agreement, or such other address as may have been notified by that party for
such purposes, or sent by fax to the other party's fax number as set out in this
agreement.

24.2 A notice delivered by hand shall be deemed to have been received when
delivered (or if delivery is not in business hours, at 9 am on the first
business day following delivery). A correctly addressed notice sent by
registered post or recorded delivery post shall be deemed to have been received
at the time at which it would have been delivered in the normal course of post.
A notice sent by fax shall be deemed to have been received at the time of
transmission (as shown by the timed printout obtained by the sender).

25. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the law of
Ireland.

26. JURISDICTION

Each party irrevocably agrees that the courts of Ireland shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with
this agreement or its subject matter or formation (including non-contractual
disputes or claims).

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