Trial Agreement
This Trial Agreement (this “Agreement”) contains terms and conditions that govern your (the “Licensee”) use of the “Player Portal”, an interactive web service that allows analysis of professional football players, as described in detail in Appendix A to this Agreement (the “Licensed Service”).
If you are using the Licensed Service on behalf of an entity or organization that you represent, you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of majority where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of the entity or organization that you represent.
Subject to the terms and conditions as defined in Appendix B to this Agreement, KCJJ Sports grants a free trial license to use the Licensed Service to Licensee. This Agreement shall have a fixed term of two weeks.
Appendix A. Licensed Service Description
I. Features of the Licensed Service
The features of the Licensed Service are described as follows:
- The Licensed Service provides aggregated performance data of football players and football teams from various commercially available sources and allows the analysis of this aggregated data in various ways, for example with regard to the performance of individual players;
- The relevant data of players can be selected and filtered in various ways;
- The Licensed Service allows to create and retrieve predictions about the potential of players, about their future performance development and about their “suitability” for different clubs;
- The selection and number of players provided in the Licensed Service depends on the commercial sources available to the KCJJ Sports and may change during the duration of this Agreement, for example, if performance data is no longer available for a player due to a lack of appearances or if the availability of data otherwise changes;
- The selection and number of analytical features available in the Licensed Service might change during the duration of this Agreement;
- The predictions provided by the Licensed Service are estimates derived by KCJJ Sports from mathematically calculated forecast models, which do not have to correspond to actual developments and outcomes;
- The actual future performance of players may deviate from the predicted future performance for various reasons, e.g. in the event of an injury or illness of the player, if the player is not used by a club, if the player has to change his career or if the player's performance otherwise vary. The actual suitability of a player for a club may differ from the predicted suitability of a player for a club for various reasons.
- Additional services are included in the scope of this Agreement only if and insofar as they are expressly mentioned in this Agreement. In particular, KCJJ Sports does not guarantee that the Licensee will achieve a particular commercial outcome through its use of the Licensed Service.
II. Support
Support requests shall submitted via e-mail to support@kcjjsports.de.
III. User Credentials
User credentials to login to the Licensed Service will be provided to Licensee separately.
Appendix B. Terms & Conditions
1. Licensed Service; Licensed Data
1.1 For the duration of this Agreement, KCJJ Sports does grant a non-exclusive, non-transferrable license to use the Licensed Service to Licensee. The Licensed Service will be provided to Licensee on a cloud-based infrastructure and with the functionality as described in detail in Appendix A to this Agreement.
1.2 Licensee acknowledges and agrees that KCJJ Sports does not guarantee the correctness of the data that is accessible through the Licensed Service (the “Licensed Data”). Nevertheless, KCJJ Sports undertakes every effort to ensure the quality and accuracy of Licensed Data to the best possible extent.
1.3 New versions of the Licensed Service, which improve or extend the Licensed Service, may be made available to Licensee from time to time free of charge (each an “Update”), shall automatically become included in the scope of this Agreement, and will be laid out in Appendix A to this Agreement accordingly. In addition, KCJJ Sports may provide Updates and/or adjustments free of charge which are provided to fix bugs and errors or to comply with legal changes. The Parties acknowledge and agree that KCJJ Sports is free to decide on the number, publication dates and the specific content of any such Updates. Special adjustments and additional requests of Licensee as well as technical changes and adjustments are not included in the scope of this Agreement, but subject to separate agreement between the Parties.
1.4 KCJJ Sports permits the Licensee to use the Software exclusively for the purpose of evaluating and analyzing the performance of football players and to create and retrieve predictions about their potential, their future performance development and about their “suitability” for different clubs. Without prior written consent of KCJJ Sports, Licensee shall not be permitted to grant sub-licenses, to allow others to use the Licensed Service and/or the Licensed Data in any other way, to allow third parties access to the Licensed Service and/or the Licensed Data, to use the Licensed Service in any other way (e.g. to use the market value data for controlling purposes), or to monetize the Licensed Service.
1.5 Licensee is entitled to download the Licensed Data only to the extent such download is offered to Licensee in the Licensed Service (e.g., when a PDF report is available for download). The use of any automated system or software, whether operated by a third party or otherwise, to extract any data from the Licensed Service (“screen scraping”), is strictly prohibited.
1.6 KCJJ Sports shall be entitled to fully or partially commission third parties with the fulfillment of its contractual obligations and with the exercise of its contractual rights under this Agreement.
2. Consideration
The trial license is provided to Licensee free of charge.3. Obligations of Licensee
3.1 Licensee shall provide sufficient security of the user credentials provided to Licensee by KCJJ Sports, shall ensure that any person with whom Licensee has shared such user credentials will comply with the terms of this Agreement, and shall be liable towards KCJJ Sports for the use of the Licensed Service by any such persons.
3.2 KCJJ Sports cannot be held liable for malfunctions and damages caused by inadequate security of Licensee’s IT infrastructure or by loss of passwords or lack of password security or similar security gaps in the responsibility of Licensee.
3.3 Licensee shall immediately inform KCJJ Sports in writing about any suspected or alleged violation and/or breaches of this Agreement and shall provide comprehensible information in this regard.
3.4 Licensee shall not use and access the Licensed Service through any automated processes that may cause an excessive number of requests beyond the standard user behavior.
4. Licensee Data
During the term of this Agreement, Licensee grants KCJJ Sports a non-exclusive right to use, temporarily store, modify, process, translate, and transfer non-personal data and information provided to KCJJ Sports by Licensee when using the Licensed Service for the purposes of providing the Licensed Service to Licensee and of improving the Licensed Service (e.g. through training of artificial intelligence prediction models).
5. Conclusion, Duration, Extension and Termination
5.1 The Parties agree on a duration and extension of this Agreement as laid out in the main body of this Agreement.
5.2 Apart from the rights of termination respectively agreed on by the Parties below and in the main body of this Agreement, the termination of this Agreement is excluded.
5.3 The right to extraordinary termination shall remain unaffected for both Parties. Good cause for extraordinary termination shall be deemed to exist for either party in particular if the other party culpably breaches an obligation under this Agreement (e.g. late payment by Licensee or unauthorized sharing of user credentials) to a considerable extent and fails to remedy such breach within a reasonable period of time set by the terminating party; or if the other party becomes unable to pay its debts or becomes insolvent, or an order is made or a resolution passed for its liquidation, administration, winding-up, or dissolution or anything analogous to any of these events occurs to the other party.
5.4 Upon termination of this Agreement, for whatever reason, all rights hereby granted to Licensee shall automatically expire and/or revert to KCJJ Sports. Licensee must then immediately refrain from further using the Licensed Service.
5.5 Should KCJJ Sports lose the right to use, exploit, distribute or host data from a relevant third party, KCJJ Sports shall have the right to terminate this Agreement with immediate effect without liability.
6. Liability
6.1 KCJJ Sports shall be liable under the terms of this Agreement only in accordance with the provisions set hereafter.
6.2 KCJJ Sports shall be liable without restriction for losses and damages caused intentionally or with gross negligence, for death, personal injury or damage to health, in accordance with the German Product Liability Act in the event of product liability, or if a guarantee has been expressly assumed in this Agreement.
6.3 KCJJ Sports shall be liable for losses caused by the breach of its primary obligations. Primary obligations are such basic duties which form the essence of this Agreement, which were decisive for the conclusion of this Agreement and on the performance of which Licensee may rely. If KCJJ Sports breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount agreed as consideration for the corresponding Contract Year.
6.4 The above limitation of liability also applies to the personal liability of the employees, representatives and bodies of KCJJ Sports.
6.5 KCJJ Sports’ liability is limited, to the extent permitted by law, to the total fees paid in the Contract Year in which the liability giving rise to a claim arises.
6.6 KCJJ Sports does not warrant or assume any liability regarding specific performance results and/or the exploitation of the Licensed Service and the Licensed Data. The risk of the economic usability and exploitation of the Licensed Service and the Licensed Data shall exclusively be borne by Licensee.
6.7 In addition, KCJJ Sports does not guarantee the correctness of the Licensed Data. In this respect, it is the responsibility of Licensee to double-check the correctness of Licensed Data, especially if Licensed Data should be of particular relevance to Licensee.
7. Service Levels; Support
7.1 KCJJ Sports shall provide an annual average of of 95% uptime availability of the Licensed Service, however excluding any downtime for planned maintenance work and excluding any interruptions of the accessibility of the Licensed Service which are beyond KCJJ Sports’ control.
7.2 Any malfunctions of and errors in the Licensed Service shall be reported by Licensee immediately to the contacts named in the Licensed Service Description (Appendix A to this Agreement). KCJJ Sports undertakes to use reasonable efforts to address any such malfunctions or errors without undue delay. Licensee will support KCJJ Sports to a reasonable extent in identifying and rectifying such malfunctions and errors, and KCJJ Sports is entitled to provide temporary solutions to Licensee and to eliminate the actual cause later by adapting the Licensed Service, provided this is reasonable for Licensee.
7.3 An obligation of KCJJ Sports to eliminate malfunctions and its liability for damages shall not apply if Licensee or third parties commissioned by it or provided by it with access to the Licensed Service have made changes or interventions in the Licensed Service which were the cause of the malfunction or damage.
7.4 KCJJ Sports undertakes to provide support to Licensee free of charge during the term of this Agreement within an economically justifiable scope on questions of operation of the Licensed Service.
8. Confidentiality
8.1 Licensee shall treat the terms and conditions of this Agreement and any related information as strictly confidential and shall not disclose or to pass Confidential Information on to any Third Party (as defined below). Such “Confidential Information” within the meaning of this Agreement shall include all economic, technical and other data, communications, documents and the like, including textual, tabular, graphical, photographic, drawing, electronic, oral or other communications, computer software and hardware, know-how and all other information disclosed between the Parties, especially including any Licensed Data, to the extent that such information is not already publicly available, regardless of whether it has already been disclosed in the course of preliminary discussions or will be disclosed in the future.
8.2 “Third Parties” within the meaning of this Agreement are competitors of the Parties, public authorities and any other third parties who are not identical with one of the Parties. However, Third Parties within the meaning of this Agreement shall not include employees, tax consultants, auditors, attorneys at law or comparable external consultants of one of the Parties, insofar as such third parties are obliged to maintain secrecy by virtue of their profession or to strictly maintain secrecy on the basis of a full confidentiality agreement with one of the Parties.
8.3 Licensee shall not disclose to Third Parties any Confidential Information unless KCJJ Sports expressly agrees to this in writing or there is a legal obligation to disclose such information to Third Parties. A disclosure in the above sense shall be deemed to have made if Confidential Information becomes accessible to Third Parties and Licensee is responsible for such disclosure. A disclosure shall not be deemed to exist if Confidential Information becomes public or known to Third Parties after the signing of this Agreement without either party being responsible for such disclosure.
8.4 All Confidential Information may be used exclusively for the purposes of the collaboration pursuant to this Agreement. With the exception of documents and data carriers which contain Licensed Data that were rightfully retrieved by Licensee, documents and data carriers which contain Confidential Information and will be handed over in the future may not be destroyed but shall be returned to KCJJ Sports as soon as they are no longer required for the purposes of the collaboration. Copies of documents containing such Confidential Information may only be made for own purposes and must be destroyed immediately as soon as they are no longer required for the collaboration, and all documentation and other records containing such Confidential Information shall also be destroyed as soon as and to the extent that they are no longer required for the collaboration.
8.5 If Licensee passes on Confidential Information to anybody not being a Third Party, it shall ensure that the recipient of the Confidential Information is likewise bound by a confidentiality agreement on the same or equivalent terms as this Agreement. If one of the Parties is obliged to disclose Confidential Information of the respective other party to Third Parties, to the extent permitted by law, it shall notify the other party in writing immediately after it has itself become aware of this obligation.
9. Reference
KCJJ Sports shall be entitled to (a) use any trade marks, images, designs or other intellectual property which are either owned by or which relate to Licensee, in each case in connection with the advertising, promotion and/or marketing of KCJJ Sports, the KCJJ Sports brand and/or KCJJ Sports’s products and services; (b) inform any third party that it is a supplier of Licensee and/or hold itself out as having any association with Licensee (for example by calling itself a supplier or service provider (or similar) of Licensee in any pitch document or presentation or including a reference to Licensee as being a customer on KCJJ Sports’s website); and (c) at any time during or after the term of this Agreement, make any announcement and/or press release in connection with this Agreement.
10. Affiliates
The Parties are entitled to transfer their rights and obligations under this Agreement to an affiliated company without the consent of the other party. The transferring party shall immediately inform the other party of the transfer in writing. Affiliated companies within the meaning of this section are those companies which are directly or indirectly affiliated with the transferring party as group companies within the meaning of section 15 of the German Stock Corporation Act (AktG) or which are directly or indirectly affiliated with the transferring party as group companies within the meaning of section 15 of the German Stock Corporation Act (AktG).
11. Final Provisions
11.1 This Agreement and its Appendices contain all agreements of the Parties concerning the subject matter of this Agreement. Amendments or additions to this Agreement must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
11.2 General terms and conditions of Licensee shall not apply.
11.3 KCJJ Sports shall be entitled to update the Appendices to this Agreement. KCJJ Sports shall only make such updates for good cause, in particular due to changes in data availability, new technical developments, changes in case law or other equivalent reasons. Updates shall not be made in case they have a significant influence on the major terms and conditions of this Agreement. If updates would have a significant influence on the major terms and conditions of this Agreement, such updates require the consent of Licensee.
11.4 This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods.
11.5 The place of performance is Hamburg. Exclusive place of jurisdiction is Hamburg.
11.6 Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining terms. The Parties shall in such an event be obliged to cooperate in the creation of terms which achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in this Agreement.
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