TERMS AND CONDITIONS

No. 2/2022

1.    DEFINITION AND INTERPRETATION 

1.1.    In the context of these Terms, the terms below with a capital letter, in the singular or in the plural, have been defined as follows:

“Agreement” refers to EYEBALL SCOUTING AGREEMENT concluded between EYEBALL and the Professional Club.

“Copyright Act” refers to Act No. 121/2000 Coll., the Copyright Act, as amended.

“EYEBALL” refers to Eyeball s.r.o., Identification No.: 09674454, with its registered seat at Jiráskovo náměstí 1981/6, Nové Město, 120 00 Prague 2, Czech Republic, registered in the Commercial Register maintained by the Municipality Court in Prague, File No. C 340190.

 “Platform” refers to the online video scouting platform for the highest level of amateur youth football operated by EYEBALL.

“Professional Club” refers to the user of the Platform and/or Services and a party to the Agreement.

“Quote” refers to the document signed between the Parties indicating in particular the terms of access to the Platform, the price and the duration of the Subscription. 

“Services” refers to all the services provided by EYEBALL as indicated in the Quote.

“Subscription” refers to the period during which the Professional Club has access to the Platform, and which is specified in the applicable Quote.

“Terms” refers to these Terms and Conditions. 

“Third Party Programs” non-EYEBALL programs, software, application, scripts, etc.

“Users” refers to the users of the Platform appointed by the Professional Club.

2.    INTRODUCTORY PROVISIONS

2.1.    These Terms are the basis for all Agreements. These Terms define and specify the basic rights and obligations of EYEBALL and the Professional Club, if not expressly stipulated otherwise in the Agreement.

2.2.    By accepting these Terms, the Professional Club confirms its having become acquainted with these Terms, which are integral part of the Agreement, before accessing the Platform and/or the Services and confirms its express consent to the Terms’ wording in force and effect as at the execution of the Agreement.

3.    FREE TRIAL

3.1.    The Professional Club may request a free trial to evaluate the Platform and/or the Services, which shall last for fifteen (15) days from the date EYEBALL confirms the free trial has commenced and which shall be governed by these Terms. During the free trial term, the Professional Club may make such use of the part of the Platform and/or Services made available to it by EYEBALL as is reasonably required in order to evaluate it for its future use, but not for any other purpose (including for business and/or commercial use). 

3.2.    EYEBALL reserves the right to suspend, limit or extend a free trial at any time in its sole discretion. On expiry of the free trial term, access to the trial version of the part of the Platform and/or the Services will no longer be possible. One free trial per Professional Club is allowed and subsequent free trial requests may be rejected by EYEBALL.

4.    QUOTE AND AGREEMENT

4.1.    EYEBALL and the Professional Club may enter into Quote in the manner and form provided by EYEBALL upon request and which may be executed electronically. 

4.2.    If the Professional Club accepts the Quote by returning it to EYEBALL, duly signed, EYEBALL and the Professional Club may enter into the Agreement. The Agreement stipulates the legal, financial and technical terms and conditions under which EYEBALL grants the Professional Club the access to the Platform and provides Services related to the Platform during the Subscription as outlined in the Quote; and the Professional Club’s obligation to pay the fees outlined in the Quote.

4.3.    On the valid execution of each Agreement the terms of the Quote are incorporated into the Agreement and will not constitute a separate contractual relationship between the Parties. No Quote shall be valid or binding until properly executed by each of the Parties. 

5.    PLATFORM AND SERVICES

5.1.    Subject to the receipt of the relevant fees, EYEBALL will provide access to the Platform and the Services from the first day of the Subscription. The Professional Club may only access the Platform and/or the Services for its own business purposes, i.e. watch and assess football matches with the aim of identifying young players who have the potential to join a professional football club.

5.2.    The Professional Club shall comply with these Terms, any terms of use or service and privacy and/or cookies policy that EYEBALL may provide to the Professional Club or publish online on its website, all of which are incorporated into these Terms by reference.

5.3.    The Platform will be operated on a server located in the hosting centre of EYEBALL or its contractual partner.

6.    USER ACCOUNT

6.1.    Access to the user account is secured by a username and password. The Professional Club and/or the Users will be able to change its password after the first login into the user account. The Professional Club undertakes to maintain confidentiality regarding the information necessary to access the user account and acknowledges that any use of the Platform with its login details will be deemed to have been made by the Professional Club. The Professional Club is not entitled to allow the use of the user account and/or Platform by third parties except for the Users.

6.2.    The Professional Club is solely responsible for Users maintaining the confidentiality of their login details and / or passwords. The Professional Club expressly acknowledges that any use of the Platform with User’s login details will be deemed to have been made by the corresponding Users. The Professional Club undertakes to ensure that Users do not allow any third party to use the user account and/or Platform by third parties. 

6.3.    The EYEBALL may unilaterally terminate any user account, especially in the event of breach of the Professional Club’s obligations hereunder. 

6.4.    The Professional Club acknowledges that a user account and/or Platform may not be available from time to time, especially with regard to the necessary maintenance of the hardware and software equipment of EYEBALL or third parties. EYEBALL will notify the Professional Club of the intention to carry out this maintenance and of its extent at least one (1) week before its implementation.

7.    RIGHTS AND OBLIGATIONS OF THE PROFESSIONAL CLUB

7.1.    Without prejudice to the other obligations provided for in the Agreement or herein, the Professional Club undertakes to comply with the following obligations:

7.1.1.    The Professional Club undertakes to provide EYEBALL with all the documents, elements, data and information necessary for the fulfilment of EYEBALL’s obligations hereunder.

7.1.2.    The Professional Club undertakes to ensure that all Users will comply with the Professional Club’s obligations contained herein. The Professional Club will be responsible for all activities that occur under the Professional Club’s user account. 

7.1.3.    The Professional Club is solely responsible for its use of the Platform and the Services, and more particularly: (i) for the use of the Platform and the Services by the Users themselves, as well as (ii ) relations that may arise between the Professional Club and the Users and third parties (including amateur clubs and/or players), in particular any disputes or litigation having for cause or origin the use of the Platform and the Services by the Professional Club or the Users. In no case can EYEBALL be held liable or responsible in this respect.

7.1.4.    The Professional Club further agrees not to (i) make the Services, the Platform, or the data contained therein available in any way for the use or benefit of any third party and shall use best efforts to prevent unauthorized access to or use of the Platform or the data contained therein, and shall notify EYEBALL as soon as possible if it becomes aware of any unauthorized access or use thereof; (ii) copy, modify, create derivative works from or use the Services, the Platform, the data contained therein, or any related materials or other proprietary information received from EYEBALL, in whole or in part, other than as expressly permitted by the Agreement, unless EYEBALL so consents in writing; (iii) reverse engineer, decompile or disassemble the Platform or any components thereof; (iv) violate or abuse the password protections governing access to and use of the Platform; (v) remove, deface, obscure, or alter EYEBALL’s or any third party’s copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the Platform or the Services; (vi) use any robot, spider, scraper, or other automated means to access the Platform or the data contained therein for any purpose without EYEBALL’s written consent; (vii) refrain from performing penetration tests; (viii) using the Platform in any manner other than in the ordinary course of its regular activities; (ix) store information or materials in the Platform that violates a third party’s rights or breaches applicable law; (x) use the Services, the Platform, the data contained therein or any related materials in a way which would violate any applicable laws, rules and regulations, or third party’s rights.

7.1.5.    The Professional Club may only access the Platform and Services for lawful purposes and may not process any data contained therein illegally or in a manner which infringes the rights of any third party. 

7.1.6.    The Professional Club is responsible for determining if the Platform and/or Services meet its needs, expectations and requirements.

8.    RIGHTS AND OBLIGATIONS OF EYEBALL

8.1.    Without prejudice to the other obligations provided for in the Agreement or herein, EYEBALL undertakes to comply with the following obligations:

8.1.1.    The Services are provided to the Professional Club itself; EYEBALL is not intervening in any way in the relations between the Professional Club and the players or any other third party, not maintaining any relation with them and not providing them with any service. 

8.1.2.    EYEBALL undertakes to carry out regular checks to verify the functionality and accessibility of the Platform. As such, EYEBALL reserves the right to temporarily interrupt access to the Platform for reasons of scheduled maintenance. In the event of repeated unavailability of the Platform, EYEBALL and the Professional Club will enter into discussions regarding reduction of the fees.

8.1.3.    In no event can EYEBALL be held responsible for the interpretation of videos on the Platform by the Professional Club.

8.1.4.    EYEBALL will implement reasonable security measures to protect and backup the Professional Club’s data uploaded to the Platform and it will, at a minimum, utilize industry standard security and backup procedures.

8.1.5.    EYEBALL will make the Platform and the Services available for the duration of the Subscription. EYEBALL is entitled to disable the access to the Platform or the Services in the event of a delay by the Professional Club in the payment of financial obligations to the EYEBALL or in the event of a gross breach or repeated breach of the contractual conditions arising from the Agreement by the Professional Club.

8.1.6.    The provision of the Platform and the Services to the Professional Club is non-exclusive, and nothing in the Agreement prevents EYEBALL from providing the Platform or the Services to any other person.

8.1.7.    EYEBALL is not responsible for the completeness and accuracy of the content created by the Professional Club within the Platform, or for its possible loss or destruction.

8.1.8.    EYEBALL reserves the right to remove or disable access to any content created by the Professional Club on the Platform (e.g. comments or files or other data uploaded by the Professional Clubs on the Platform as the case may be) should EYEBALL become aware of the illegality or non-compliance of such content with these Terms. EYEBALL may take these actions without prior notification to the Professional Club or any third party. 

8.1.9.    The operation and availability of the systems used for accessing the Platform, including public telephone services, web browsers, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform. EYEBALL is not in any way responsible for any such interference or prevention of the access or use of the Platform.

8.1.10.    EYEBALL does not warrant that the Professional Club’s use of or access to the Platform and/or the Services will be uninterrupted or error-free.

8.1.11.    EYEBALL 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 Professional Club acknowledges that the Platform and/or the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

8.1.12.    EYEBALL makes no warranties or other assurances as to the fitness for purpose of the Platform and/or the Services

9.    INTELLECTUAL PROPERTY RIGHTS

9.1.    All rights, title and interest, including without limitation, patent rights, copyrights, trade secrets, trademarks, service marks and other intellectual property rights, and any goodwill associated therewith, in and to the Platform and/or the Services, related documentation and all reproductions, derivatives, corrections, modifications, enhancements and improvements thereof, including data related to the usage thereof, are and will remain at all times owned by EYEBALL. Other than the rights explicitly granted to Professional Club hereunder, all rights are reserved to and shall remain solely and exclusively proprietary to EYEBALL.

9.2.    The activity of the Professional Club on the Platform is excluded to be a creation of a database, and the Professional Club is excluded to be a database creator under the meaning of the Copyright Act to the maximum extent permitted by applicable law. If the exclusion according to previous sentence becomes invalid or unenforceable, or proves to be such, or in case the Professional Club becomes the database creator, the Professional Club by entering into the Agreement assigns to EYEBALL free of charge any and all rights to the database created on the Platform and to all of the respective parts thereof to the maximum extent permitted by applicable law.

9.3.    Nothing in the Agreement constitutes a transfer or license, sublicense, or other intellectual property rights to those parts of the Platform and/or Services that EYEBALL provides to the Professional Club as a service. The Professional Club is entitled to use Platform and/or the Services, which EYEBALL provides through these parts of the solution, however, has no right to reproduce, download, install or distribute these parts in any way. The Professional Club acknowledges that the Platform and its components and the Services are protected by copyright and other laws.

9.4.    If the Professional Club uses Third Party Programs that interoperate with the Platform, the Professional Club acknowledges that EYEBALL may allow the providers of such Third Party Programs to access Professional Club’s data as required for the interoperation and support of such Third Party Programs. These Third Party Programs may have their own terms and conditions of use and privacy policies and the use of these Third Party Programs will be governed by and subject to such terms and conditions and privacy policies. The Professional Club understands and agrees that EYEBALL does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Programs or for any transaction the Professional Club may enter into with the provider of any such Third Party Programs, nor does EYEBALL warrant the compatibility or continuing compatibility of the Third Party Programs with the Platform. EYEBALL is not be responsible for any disclosure, modification or deletion of Professional Club’s data resulting from any such access by Third Party Program providers.

10.    LIABILITY 

10.1.    EYEBALL does not assume any liability in respect of (i) access to and/or violation of copyright, privacy, database rights or trademark protection of any Platform data, third-party data or information resources stored with, or accessible through, the Platform; (ii) any possible malfunction due to bugs or errors in the Platform; (iii) the content or accuracy of Platform data; and (iv) adverse effects, if any, due to any modification or adaptation made by the Professional Club in the Platform without EYEBALL’s express and prior written consent.

10.2.    EYEBALL cannot be held responsible and/or liable for any temporary difficulties or impossibilities of access to the Platform which are caused by circumstances outside it, force majeure, or even which are caused due to disruption of the telecommunications networks.

10.3.    EYEBALL shall not incur any liability for indirect, incidental, special, punitive or consequential damages for claims arising from or related to the Agreement, including without limitation those resulting from the furnishing, performance or use of the Platform or any components thereof or the Services by Professional Club or by its Users, including but not limited to reliance, cover or loss of anticipated profits, turnover, revenue or business, customers, contracts or opportunity, waste of management or other staff time, goodwill, reputation, hardware, software or data or damage to or corruption of data, or convenience, even if the Professional Club has been advised of the possibility of such damages. EYEBALL shall not be liable for lost revenues or profits regardless of whether they are classified as direct damages or any other type of damages. 

10.4.    EYEBALL shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of the use of the Platform and/or the Services except for their normal intended purpose and standard usage; the non-standard usage includes, but is not limited to, any modification to the Platform made by the Professional Club. EYEBALL and the Professional Club shall be liable for the processing of any personal data in violation with the data protection laws.

10.5.    Data contained in the Platform is provided “as is”. EYEBALL’s warranties and representations are limited to those set forth herein, and it disclaims all other warranties, express or implied, including without limitation the warranties of merchantability or fitness for a particular purpose, in connection with the Platform and any data accessed through the Platform.

11.    CONFIDENTIALITY

11.1.    EYEBALL and the Professional Club undertake to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other party or held by the other party or provided by the other party of which it may have become aware during the conclusion and performance of the Agreement and not to disclose them without the prior written consent of the other party.

11.2.    The obligation of confidentiality does not apply to any disclosure or use of confidential information: 

11.2.1.    of which the receiving party was already aware;

11.2.2.    which is publicly available without the fault of the recipient of the confidential information;

11.2.3.    which have been lawfully accepted by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality;

11.2.4.    if required by law or by judicial order (including any administrative authority).

11.3.    This confidentiality obligation extends to all employees, collaborators, trainees, managers and agents of the parties as well as their affiliated and co-contracting advisers, to whom confidential documents or information may only be disclosed if they are required to the same confidentiality obligation as that provided for herein and only a need to know basis.

11.4.    EYEBALL and the Professional Club must effect and maintain adequate security measures to safeguard the other party’ s confidential information from unauthorized access or use.

11.5.    This confidentiality obligation shall remain in force even after the termination or expiry of the Agreement for any reason and shall remain in force for a period of 5 (five) years from the date of termination or expiry of the Agreement.

12.    COMMERCIAL REFERENCES

12.1.    Upon express mutual agreement, EYEBALL and the Professional Club might authorize each other to use each other’s name, brand and logo as commercial references, , during the term of the Agreement and beyond.

13.    FINAL PROVISIONS

13.1.    The Agreement and these Terms and the relationships arising thereunder are governed by and construed in accordance with the laws of the Czech Republic without regard to the conflict of laws provisions thereof.

13.2.    All disputes arising from the Agreement, these Terms and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court. The arbitration proceedings shall be held in English.

13.3.    If any provision of these Terms becomes invalid or unenforceable, or proves to be such, then such provision shall not render the entire Terms invalid or unenforceable. 

13.4.    EYEBALL may unilaterally modify the Terms to a reasonable extent. EYEBALL will announce such modification by an email sent to the email address provided by the Professional Club no later than on the day of their entry into force, and in the same tame publish the new version of the Terms online. If the Professional Club does not express a written disagreement with the new version of the Terms or continues to use the Platform and/or the Services, it confirms that it has duly acquainted itself with the new version of the Terms, accepts it and undertakes to comply with the new version of the Terms. In the event the Professional Club does not accept the new version of the Terms, it is not entitled to use the Platform and/or the Services with immediate effect. Should the Professional Club not accept the new version of the Terms, it is entitled to terminate the Agreement by a written notice with a fifteen (15) days’ notice.

13.5.    The Terms come into force and effect on the 14th June 2022 and are available online at www.eyeball.club.

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