360Player General Terms and Conditions
Updated 2024-07-31
1 Application and Scope
1.1 360Player is an all-in-one sports platform supporting clubs and international organizations with communication, player development, training- and methodology sharing, video analytics and data, payments and membership management and planning/scheduling. All modules in the platform offered and made available to Customer will be provided as a product-packaging, as further described during the sales process (Platform Description) (the "Platform”).
1.2 These General Terms and Conditions, together with its schedules, ("Terms") is entered into between 360Player and Customer. Together with the Agreement, these Terms outline the terms and conditions under which Customer uses the Platform and related services thereto provided by 360Player and as described in the Agreement ("Services"). Customer's general terms shall not apply to these Terms, including its schedules, or any Agreement to which they apply.
2 Definitions
2.1 In addition to the terms defined in the main document of the Agreement, capitalised terms used in these Terms shall have the meaning ascribed to them below:
2.1.1 "Access Point" means the point from which 360Player makes the Platform and the Services available to a public electronic communication network;
2.1.2 "Affiliates" means, with respect to either Party, any entity directly or indirectly controlling, controlled by or under common control with such Party, with “control” meaning the director indirect ownership of more than fifty percent (50%) of the Party’s voting stock or other ownership or interest of an entity, or power to direct or cause the direction of the affairs or management of an entity by contract or voting power;
2.1.3 "Applicable Laws" means the substantive laws of Sweden;
2.1.4 "Confidential Information" means, but is not limited to, information about this Agreement and/or transactions, operations, patented commercial secrets, patentable inventions, trade secrets, know how, discoveries, developments, marketing plans, strategies, forecasts, new products, developments of products, techniques or plans, software, software documentation, unpublished financial statements, budgets, projections, technical processes, design projects, invention and research projects, licenses, costs, clients and lists of suppliers and similar information;
2.1.5 "End Users"means any physical person using the Platform and features therein under the Licensees´ License, such as but not limited to staff, coaches, players, parents/custodians of players and other customers;
2.1.6 "Fees" means the fees for the use of the Platform, as further set out in the main document of the Agreement;
2.1.7 "Intellectual Property Rights" means, but is not limited to, all inventions, patents, know-how, trade secrets, patterns, copyrights, related rights, database rights, trademarks, trade names, domain names, designs, corporate name rights and other rights of similar nature, registered as well as non-registered, including applications for registration of such rights;
2.1.8 "Issues" means any issues regarding the functionality of use of the Platform which deviate from the expected functionality (Platform Description);
2.1.9 "License" has the meaning as defined in section 4.1.1;
2.1.10"Licensees" has the meaning as defined in section 4.1.1;
2.1.11 "Set-up Project" has the meaning as defined in section 5.2.1;
2.1.12 "User Terms" means terms of use for End Users available on 360Player's website, as updated and applicable from time to time.
3 Agreement Documents
Schedule 1
3.2 In the event of any ambiguity, conflict or confusion between the main document of the Agreement and these Terms, the main document shall prevail. In the event of any ambiguity, conflict or confusion between these Terms and the schedules, the Terms shall prevail. However, Schedule 1 (Data Processing Agreement) shall always prevail in relation to the processing of personal data.
3.3 Notwithstanding the foregoing, any changes made to the Agreement through an amendment agreement, duly accepted and signed by both Parties, shall prevail the other parts of the Agreement.
4 Customer's Right to Use the Platform
4.1 Grant of License
4.1.1 360Player hereby grants to Customer and its Affiliates (together the“Licensees”) a non-exclusive, non-transferable, limited, non-assignable, revocable right to use the Platform, according to the terms of the Agreement (the “License”).
4.1.2 To the extent the Platform contains any third-party software,Licensees shall comply with such applicable third-party terms.
4.1.3 The License does not give Licensees the right, and Licensees are expressly prohibited, to modify (including any developments), duplicate, copy, create derivative versions, reverse-engineer or otherwise attempt to derive the source code or sub-license of the Platform or similar measures, unless 360Player has granted its prior written, explicit and specific authorisation.
4.1.4 Licensees shall pay the Fees as set out in the main document of the Agreement to 360Player for the License as set out in this section 4.1.
4.1.5 Licensees are responsible for ensuring that the End Users use the Platform and the features therein in accordance with the User Terms available on 360Player´ s website as updated from time to time.
4.1.6 Any breaches by Licensees of the License shall be deemed as a material breach in accordance with section 13.2 of these Terms.
4.2 Licensees’ Use of the Services
4.2.1 In order for 360Player to be able to perform its obligations under theAgreement, Licensees are responsible for the following:
a) Licensees are responsible to ensure that it has the equipment and software required to enable the use of the Services;
b) Licensees shall notify360Player immediately in the event of Licensees becoming aware of any unauthorised access to information related to the Platform or the Services;
c) Licensees shall notify 360Player immediately upon discovery of any infringements or attempted infringements that might affect the Platform or the Services;
d) Licensees are obliged to follow any instructions from 360Player regarding the use of the Platform or the provision of Services, as updated and provided to Customer from 360Player from time to time;
e) Licensees are responsible for ensuring control over the data handled in the Platform and for ensuring that the Licensees can prevent the data from spreading in accordance with the requirements in Applicable Laws ;
f) In the event of improper use of the Platform, Licensees shall immediately cease all use of the Platform upon 360Player´s request. 360Player shall notify Customer without undue delay upon exercising such right. 360Player may suspend or revoke the right for an End User and/or Licensees to use the Platform with immediate effect if such End User and/or Licensees breaches the terms and conditions of the License or otherwise uses the Platform improperly. If Licensees has identified an End User which does not adhere to the User Terms or otherwise behaves improperly on the Platform, Licensees also has the right to request the suspension of such End User. Improper use shall be deemed as a material breach in accordance with section 13.2 of these Terms; and
g) Licensees shall ensure that log-in information and any other information provided by 360Player for access to the Platform is handled with confidentiality, including personal data.
4.3 Licensees’ Data
4.3.1 Licensees’ data is and shall remain the sole and exclusive property of Licensees.
4.3.2 Licensees shall in all circumstances indemnify and keep 360Player harmless in the event of Licensees data infringing any third party´s rights or in the event of such data not being in compliance with Applicable Laws.
5 Provision of the Services
5.1 General
5.1.1 From the Effective Date, 360Player shall provide the Platform at the Access Point as well as perform the Services in accordance with the terms and conditions of the Agreement.
5.1.2 360Player always endeavours to provide well-functioning and professional Services. The Services shall be performed with the methods and standards normally applied by 360Player for such Services. Other than explicitly set out in these Terms, Customer accepts that the Platform and the Services are provided “as is” and “as available”.
5.1.3 360Player may use anonymised personal data that, i.e., neither 360Player nor Customer can identify, for purposes including but not limited to, statistical purposes and for developing and improving the Platform and the Services.
5.1.4 Customer accepts and acknowledges that the Platform will include advertising marketed and directed to End Users over the age of [sixteen (16)] years old. When providing such marketing, 360Player will at all times adhere to the provisions of 360Player's privacy policy published on 360Player's website, as updated from time to time.
5.2 Set-up
5.2.1 The Parties shall carry out a set-up project for the purpose of configuring the Platform and the Services with the features currently available as of the Effective Date to Customer (“Set-up Project”).
5.2.2 During the Set-up Project, Customer is responsible for providing the necessary information regarding documentation from Customers third partyintegrations to 360Player. 360Player is thereafter responsible for configuring the Platform and the Services to enable integrations with such third parties provided by Customer.
5.2.3 Since the Set-up Project is dependent on Customer providing the necessary information regarding documentation from Customers third party integrations to 360Player, the Parties accept and acknowledge that the timely performance and completion of the Set-up Project is dependent on the Parties’ joint efforts and allocation of resources. Therefore, the Parties shall closely cooperate when carrying out the Set-up Project as well as continuously inform and consult with each other in relation to the Set-up Project. A Party shall without undue delay notify the other Party if it believes that it will not be able to meet an agreed delivery date or that the Set-up Project otherwise is likely to be delayed.
5.2.4 Each Party shall bear its own costs relating to and arising from its performance of the Set-up Project.
5.3 Delivery
5.3.1 The Platform shall be delivered upon the Effective Date and shall bedeemed available when Licensees can start using the Platform from the AccessPoint.
5.3.2 The Platform shall be downloaded and delivered to Licensees from theAccess Point.
5.3.3 360Player shall, in good time, provide Customer with the necessaryinstructions to start using the Services from the Effective Date.
5.4 Onboarding
5.4.1 360Player will onboard and provide training to Customer's staff and coaches on how to use the Platform. The onboarding will be provided as webinars for groups of users. Extensive tutorials and guides are available at help.360player.com.
5.4.2 All onboarding, including webinars and any user documentation for the use of the Platform in form of manuals and/or other instructions provided by 360Player from time to time, will be in English.
5.4.3 The onboarding services described in this section are included in the License Fee.
6 Maintenance and Support
6.1 Availability
6.1.1 The Platform is a multi-tenant service hosted on Microsoft Azure.
6.1.2 360Player will use reasonable endeavours to ensure that the Platform is available at all times. However, 360Player makes no representations or warranties about the availability of the Platform or the Services in general.
6.1.3 360Player may carry out planned measures that affect the availability of the Platform if required for technical, maintenance, operational or safety reasons. 360Player will, as far as possible, perform such measures with minimum impact to the availability of the Platform. If possible, 360Player will inform Customer of any such measures necessary beforehand and plan such measures to be carried out outside of normal office hours.
6.1.4 If the provision of the Platform results in a risk for more than insignificant damage to 360Player or another customer of the Platform, 360Player may restrict or block access to the Platform. In connection with this, 360Player will not adopt more far-reaching measures than is necessary given the circumstances. 360Player will inform Customer if the access to the Platform is restricted.
6.2 Support and Issues
6.2.1 In the event that any Issues occur, Customer shall without undue delay after discovering such Issues notify 360Player and include a description of the Issues. 360Player shall use reasonable efforts to rectify such Issues within a reasonable timeframe.
6.2.2 Technical support to End Users is offered in-app or on 360player.com website.
6.3 New Releases
To the extent 360Player deems appropriate for the Services, and as applicable, 360Player will implement any new updates, versions or releases of the Platform to Customer. 360Player may also, even if it may be an inconvenience to Customer, Licensees or End Users, implement updates in thePlatform in order to protect the Services or the Platform and for any other security related purposes.
6.4 Changes
6.4.1 360Player may, without prior notification to Customer, make changes to the Services which may cause temporary disruption to the Services.
6.4.2 In the event any such changes include, for example, discontinuation of certain features of the Services, 360Player will provide Customer with sufficient information regarding such discontinuation and, as applicable, any replacing features to the Services.
7 Pricing and Payment Terms
7.1 Fees for the Use of thePlatform
During the term of the Agreement, Customer shall pay the Fees set out in the main document of the Agreement. The Fees will be invoiced and paid in advance.
7.2 Price Adjustments
7.2.1 360Player may reasonably adjust its prices and fees to reflect the applicable market conditions, inflation and currency interchange prices.
7.2.2 360Player shall provide Customer with a written notice of such price adjustments at least [3] months in advance.
7.3 Payment and Invoicing Terms
7.3.1 All prices in the Agreement are exclusive of VAT and other taxes or duties. Any tax (incl. VAT or sales tax), as and to the extent applicable, will be added to the prices set out in the Agreement and payable by Customer.
7.3.2 Undisputed amounts are payable thirty (10) days after the receipt of an invoice. In case of any delayed payments of an undisputed invoice within the due times set out in the Agreement, 360Player will send a written reminder to [Customer/applicable invoiced entity]. 360Player will charge an interest fee for any delayed payments in accordance with Applicable Law. Any payments which have not been paid in full within [30] days from 360Player sending such a reminder shall be deemed as a material breach in accordance with section 13.2 of these Terms.
7.3.3 If Customer’s payment of an undisputed invoice is more than thirty (30) days delayed, 360Player may suspend the Services until full payment has been made. For the avoidance of doubt, such suspension in accordance with this section does not relieve Customer of its payment obligations of the Fees and other charges, as applicable.
7.3.4 Fees regarding Affiliates will be invoiced [to Customer/directly to Affiliate, unless provided otherwise in the Agreement.]
8 Intellectual Property
8.1 360Player is and shall remain the sole owner of all rights, title and interest in and to Intellectual Property Rights of the Platform and of any software included in the Platform. In the event the Services provided entails or in other ways implies any Intellectual Property Rights, 360Player is and shall remain the sole owner of all such Intellectual Property Rights, title and interest.
8.2 All Intellectual Property Rights that may be conceived, discovered, or otherwise created under the Agreement shall be exclusively owned by 360Player upon its creation. The Agreement does not entail any grant or transfer of Intellectual Property Rights to Customer, Licensees or End Users regarding the Platform, except as explicitly stated in section 4.1.1.
8.3 Notwithstanding anything to the contrary contained herein, all data and other content supplied by Customer shall at all times remain the exclusive property of Customer.
8.4 Both Parties acknowledge that the Services described in the Agreement may entail developments and updates of the current 360Player Platform feature structure and the Intellectual Property Rights, which belong solely to 360Player.
8.5 Nothing in the Agreement shall be interpreted to entail joint ownership to any Intellectual Property Rights, except as explicitly stated in section 4.1.1.
9 Indemnification
9.1 360Player shall defend, indemnify and hold Customer harmless from and against all direct loss, costs and expenses (including reasonable legal fees) arising from any action or claim brought against Customer that any technology or product licensed or provided by 360Player hereunder infringes any patent, copyright, trademark or trade secret of any third party. This indemnity is conditional upon that Customer:
a) promptly notifies 360Player in writing of any such suit or proceeding brought against it;
b) makes no admission of liability;
c) provides 360Player at its sole discretion with sole control over the defence or settlement of such suit or proceeding;
d) Customer has used the Services in accordance with the License, the Agreement and any other written instructions provided by 360Player; and
e) provides all information and assistance required by 360Player in the defence and/or settlement of any such claim or action brought against it.
9.2 360Player may at its own discretion and option (i) replace or modify such parts of the Services that are affected by the claim, or (ii) terminate the affected parts of the Agreement, in whole or in part, with immediate effect in accordance with section 13.2.2 of these Terms.
9.3 For the avoidance of doubt, 360Player has no obligations with respect to claims to the extent such claims arises or results from (i) Customer, Licensees or End Users modifications, unless such modification was made due to direct instructions from 360Player or otherwise approved in writing by 360Player prior to such modification, or (ii) Customer, Licensees or End Users use of third party software or applications together with the Services, unless such use has been approved in writing by 360Player prior to such use.
9.4 Customer shall defend, indemnify and hold 360Player harmless from and against any direct loss, costs and expenses (including reasonable legal fees) arising from any action or claim brought or threatened against 360Player alleging that any technology or product licensed or provided by 360Player hereunder infringes any patent, copyright, trademark, trade secret or other intellectual property right of any third party, if such claim has arisen due to (i) section 9.3 points (i) and (ii) above, and (ii) any breaches of the License by Licensees.
10 Data Protection and Information Security
10.1 The provision of Services under the Agreement implies the processing by 360Player of personal data on behalf of Customer. Such processing is carried out by 360Player as a data processor and Customer as the data controller, as governed by Schedule 1 (Data Processing Agreement) to the Agreement. Any personal data processed by 360Player as a data processor, where Customer is data controller, shall be deemed Customer's data.
10.2 360Player's processing of End User's personal data when using the 360Player App and the Platform is described in the privacy policy provided on 360player.com, as updated from time to time. Note that any End Users which are below the applicable national legal consenting age (e.g. 13 years in Sweden, 14 years in Spain) will require consent from a legal guardian to create accounts in the Platform.
10.3 If the Agreement is terminated, all personal data belonging to Customer may be deleted upon request from Customer to the extent permitted by law and reasonably possible. However, any chat communication or feedback that has been delivered to an End User may be deleted on the sender node but may still exist on the receiver end.
10.4 All data and content in the 360Player platform that is produced within the Customer's organization will be stored with high data security protocols with access being encrypted and owned by the originator. 360Player will not use or otherwise transfer data originated by Customer to third parties, unless agreed in Schedule 1 (Data Processing Agreement) or otherwise as required by Applicable Laws.
10.5 360Player is hosted on Microsoft Azure within the EU (Ireland – Northern Europe node). Microsoft Azure, as one of the leading cloud providers, follows best practice security standards with encrypted access, two-factor authentication. All user access to the 360Player App and content is protected by SSL (TLS 1.2).
10.6 As of the Effective Date, 360Player uses the payment provider Stripe in the Platform. Stripe has been audited by an independent PCI Qualified Security Assessor (QSA) and is certified as a PCI Level 1 Service Provider. This is the most stringent level of certification available in the payments industry.
11 Confidentiality
11.1 Each Party undertakes not to disclose any Confidential Information which it obtains from the other Party to third parties and not to use Confidential Information, directly or indirectly, for its own or another Party's benefit, for any purpose other than the fulfilment of the Agreement.
11.2 Each Party further undertakes to only disclose Confidential Information to employees, or others for whom the Party is responsible, for whom such information is necessary to disclose in order to fulfil its obligations under the Agreement.
11.3 The confidentiality undertakings under this section 11 does not apply to information which is or becomes publicly known otherwise than through breach of the Agreement or which the party is obliged to disclose by law or by order of a competent court. Furthermore, confidentiality shall not prevent 360Player from using data provided or generated through the use of the Services as described in the Agreement.
11.4 The confidentiality undertakings hereunder shall remain in force following termination or expiry of the Agreement. Confidential Information shall remain confidential until such time that the information enters the public domain without culpable action by the receiving Party, or on the date when the disclosing Party authorises the disclosure thereof in writing.
12 Limitation of Liability
360Player shall not be held liable for any actions taken by Customer with regard to Customer's use of the Services. Unless explicitly stated otherwise in these Terms, Customer shall indemnify and hold 360Player harmless from any claims, damages, or liabilities arising out of Customer's use of the software solutions.
13 Term and Termination
13.1 The applicable contract period is set out in the Agreement.
13.2 Either Party may terminate the Agreement with immediate effect in writing if the other Party:
a) commits a material breach of its obligations under the Agreement or these Terms and does not remedy such breach within [30] days of receiving a written notice thereof;
b) commits a non-curable material breach; or
c) is declared bankrupt, enters into liquidation or otherwise is likely to be insolvent.
13.3 360Player may terminate the Agreement, in whole or in part, with immediate effect in accordance with section 9.2.
13.4 In case of 360Player's early termination in accordance with this section, Customer shall pay for the Services provided to Customer up until the effective date of the termination.
13.5 Following the termination of the Agreement, upon Customer's request, 360Player will provide Customer with access to the Platform in order to export and transfer data and content belonging to Customer for a period of [thirty (30) days] following such termination. Such access is subject to additional fees in accordance with 360Player's current price list, as applicable from time to time.
14 Miscellaneous
14.1 Notices. Notices or communications under the Agreement shall be in writing and, unless otherwise agreed, addressed to the contact persons set out in the main document of the Agreement.
14.2 Changes. Changes or amendments to the Agreement shall be in writing and duly signed by both Parties in order to be valid.
14.3 Assignment. Customer may not assign or subrogate to any third party all or a substantial part of its rights or obligations under the Agreement.
14.4 Subcontracting. 360Player may engage subcontractors to perform parts of the Services and other obligations under the Agreement. For the avoidance of doubt, individual consultants appointed by 360Player shall for the purposes of the Agreement be regarded as 360Player´s personnel and shall not be deemed as subcontractors.
14.5 Compliance, permits and licenses. Each Party shall comply with all Applicable Laws to its business operations and the Agreement. Each Party shall ensure that it has the necessary permits and licenses that are required to perform the Party’s obligations under the Agreement.
14.6 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in the Agreement shall be interpreted to construe a partnership, joint venture or agency between the Parties. Neither Party will be deemed an agent or legal representative of the other Party for any purpose whatsoever. Nothing in the Agreement will authorise either Party to create any obligation or responsibility, express or implied, on behalf of the other or to bind the other in any manner, or to make any representation, commitment or warranty on behalf of the other.
14.7 Partnership announcement and referral. Upon entering into the Agreement, Customer shall without undue delay announce the Partnership with 360Player, without disclosing any commercial details in the Agreement, on their social media and other communicational channels. 360Player may announce the partnership with Customer without disclosing any commercial details in the Agreement. Furthermore, 360Player may refer to Customer as a customer currently using the Platform.360Player may use Customer's logo and trademarks on 360Player's website together with other customers for purposes of displaying the partnership.
14.8 Marketing. Unless explicitly set out in the Agreement or otherwise agreed in writing between the Parties, Customer, Licensees or End Users may not make commercial use or refer to 360Player´s tradename, trademarks or company name without 360Player’s prior written consent. This includes performing of promotional, advertising or similar actions without the prior written consent of 360Player.
15 Governing Law and Dispute Resolution
15.1 The Agreement and the relationship between the Parties shall be construed, governed by and determined in accordance with the substantial laws of Sweden.
15.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitration shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English or Swedish. Any information, oral as well as in writing, which constitutes background information, decision or award in the dispute shall be subject to confidentiality in accordance with the Agreement.
