Terms Of Business

99RATED LTD (99Rated) provides the CUSTOMER and its Registered Users a license for the use of the99RATED Player Development App (the App) on the following terms and conditions.

1. INTELLECTUAL PROPERTY

1.1 The 99RATED Player Development App, its design, features and the content within it (other than client datareferred to in clause 2), is considered to be the intellectual property of 99Rated. Access to the App system and the content (both written, images and video content) is granted on a non-exclusive limited-use license. Title, copyright, intellectual property rights and distribution rights of the intellectual property comprised in the App remain exclusively with 99Rated. All rights reserved.

1.2 99Rated confirms that it has all the rights in relation to the services and documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

2. DATA & CLIENTS RIGHTS

2.1 The data (other than that which is in the public domain) entered into the system by the customer and/or its registered players remains the property of the Customer and the Customer hereby gives 99Rated a non-exclusive free licence to use such data during the term of the subscription for the purpose of providing access to the App and providing the services under it. 99Rated will not make the data of an individual user available in any manner or on any medium to any third party with the exception of data required to make payment for us of the App using a third party, unless we have been granted prior written consent by the Customer to do so or we are required to do so by law. 99Rated may however share the data, including Customer and user data, with a reputable data hosting provider acting as 99Rated’s sub-processor.

2.2 Data will be stored by 99Rated for the purpose of enhancing each registered player’s use of the App for the duration of the Customer and/or their registered players paid monthly subscription with 99Rated Ltd.

2.3 99Rated may process data entered and stored within the App to perform data analytics to identify trends of an individual user or group of users and may use its results to enhance user experiences and personalise communications as well as provide anonymized results to approved 3rd parties who may wish to promote their products/services to the 99Rated userbase. Limited personal data, such as the user’s name and account reference and payment details, may be shared by 99Rated with its payment facility provider used in connection with the App for the purpose of verifying and managing payments relating to the Customer’s account and paid for services requested by the Customer and its registered players and coaches. Wherever reasonably possible 99Rated will process payments through a separate secure portal or api or other secure interface provided by the payment facility provider and in which cases 99Rated will not receive or retain such payment details. Such uses are considered to be a legitimate interest of 99Rated under The Data Protection Act 2018 and General Data Protection Regulation, for which separate consent is not required. If the Customer or any user has any objection to such processing, we will be happy to discuss such matters with them.

2.4 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to the 99Rated Player Development App for the duration and purpose of this agreement and for any sharing of such data as may be consented to under clause 2.1.

2.5 Each party shall at all times comply with its respective obligations under the provisions of all applicable laws and regulations relating to privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of personal data. The data will be stored on server environment based in the UK.

2.6 A copy of 99Rated’s privacy notice can be found here in the 99Rated Documents section of the App the terms of which (as may be amended by 99Rated from time to time) are incorporated into this agreement. If you have any questions about 99Rated’s data protection practices please contact us using the following email address: dataprotection@99rated.com

3. LIABILITY AND INDEMNITY

3.1 The Customer and registered users use the App and its system at their own risk and 99Rated accepts no responsibility for any claims, losses (including loss of profits, (b)loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software data or information, or any indirect or consequential loss), damages, liabilities, actions, proceedings, expenses or costs (including without limitation court costs and legal fees) arising out of or in connection to the Customer’s or its registered players’ use of the App save as provide for in clause 3.3, and the Customer shall indemnify 99Rated for all such claims in this clause

3.2 99Rated reserves the right to amend the specification of the App and its services at any time without liabilty to the Customer or its registered players where such changes are required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the App and the services. Where possible, we will endeavour to notify you in advance of any such amendment.

3.3 Nothing in this agreement excludes the liability of 99Rated for death or personal injury caused by 99Rated’s negligence, or for fraud or fraudulent misrepresentation.

3.4 99Rated will use reasonable endeavours to provide accessibility to the App to authorized users during the subscription period but does not warrant that the Customer’s or its registered players or any other person’s use of the App will be uninterrupted or error free. Access and use of the App may, amongst other things, be subject to downtime for emergency or routine maintenance and upgrades, connectivity issues with 99Rated’s hoisted service provider or the user’s data connections and the reliability and connectivity offered by its telecommunications provider.

4. APPROPRIATE USE AND CUSTOMER OBLIGATIONS

4.1 The Customer and its registered players must:

4.1.1 at all times provide 99Rated with all necessary co operation in relation to this Agreement;

4.1.2 promptly when required provide all necessary access to such information as may be required by 99Rated for the purpose of this Agreement;

4.2.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner; and

4.1.4 use the App only for its intended purpose of informing and educating youth players to enhance their individual skill development in sport. The individual username and password provided to the Customer for each of its registered players must only be used by the named individual member of that club. They will have access to the written and video content within the App whilst their club or personal subscription is active but must not share, reproduce, distribute, or replicate any of the content contained within the App or sent directly to them by 99Rated to any third party without the prior written consent of 99Rated.

4.2 99Rated reserves the right to immediately terminate access to the system without notice to the Customer or any of its individual registered player or coach accounts where 99Rated is made aware of or reasonably believes that there has been abusive communication involving the Customer or any such individual or coach,any activity which 99Rated reasonably considers to be illegal or offensive (including libel or defamation, harassment, discrimination or other abusive conduct), or of any individual who 99Rated may reasonably consider a security risk to 99Rated or to the App or to any other registered users of the App. The decision of 99Rated to terminate access to the App is final.

5. PAYMENT TERMS

5.1 All charges, charge rates and applicable terms of payment shall be as described in the Payment Schedule included within the short particulars at the beginning of this Agreement and shall only be subject to change by 99Rated upon giving the Customer not less than 90 (ninety) days prior notice which may be given at any time expiring on or after the first 12 months paid period. Where notice of a price increase is given by 99Rated in accordance with this clause, the Customer may cancel the subscription by giving 99Rated not less than 60 (sixty) days written notice expiring before the price increase is to take effect, whether or not this cancellation notice expires by 31st January after a Renewal Date.

5.2 All charges and charge rates expressed are exclusive of any UK taxes which are or may be applicable.

5.3 All fees and charges are applied, and payable, in GBP (£) unless otherwise agreed in writing by 99Rated.

6. TERMINATION

6.1 This Agreement shall remain in force unless terminated in accordance with the following provisions:

6.1.1 unless otherwise specified in the short particulars at the beginning of this Agreement, the Customer may at any time give not less than 30 days’ written notice to 99Rated to terminate this Agreement effective on, or by 31st January after, any Renewal Date falling after the initial 12 months paid for subscription period;

6.1.2 99Rated may terminate this Agreement, without giving reason or being liable to pay compensation, at any time (including during the free to use period and the first 12 months paid period) upon giving the Customer not less than 30 (thirty) days written notice. The only obligation of 99Rated in this event shall be the refund of pro-rata charges paid in advance in respect of any period falling after the termination date;

6.1.3 99Rated may terminate this Agreement at any time if the Customer fails to pay any amount due under this agreement on the due date descripted on the Payment Schedule and remains in default for not less than 14 days after being notified in writing;

6.1.4 a party may terminate this Agreement at any time if the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails This data to remedy that breach within a period of 14 days after being notified in writing to do so; and

6.1.5 a party may terminate this Agreement at any time if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring).

6.2 On termination of this Agreement for any reason:

6.2.1 the Customer’s subscription, and access rights of each of its registered players and coaches and any other persons affiliated with the Customer shall be immediately terminated;

6.2.2 each party shall return and make no further use of any equipment, property or other items of the other party;

6.2.3 99Rated may retain personal information relating to a registered player including the players name, date of birth and email address (Personal Information) after the agreement has been terminated for a period no more than 12 months in order to facilitate the transfer of such data to a new account for that player following the termination of the agreement unless the registered player requests the earlier deletion of their Personal Information. Personal Information will be destroyed after 12 months unless that data is required to be retained by law or for 99Rated’s audit or accounting purposes;

6.2.4 Save for Personal Information, all other player information including but not limited to practice history, player diaries, and the assigned code may be retained indefinitely for analytical reporting and marketing purposes on the condition that all such data is annonymised and cannot be traced to any person;

6.2.4 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.

7. FORCE MAJEURE

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two months or more, the party not affected may terminate this agreement by giving 10 working days' written notice to the affected party. In the event of such termination, the only obligation of 99Rated shall be the refund of pro-rata charges paid in advance in respect of any period falling after the termination date.

8. SEVERENCE

8.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

8.2 If any provision or part-provision of this agreement is deemed deleted under clause 8.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

9. ASSIGNMENT

9.1 This Agreement and any rights in use of the Services provided to the Customer may not be assigned licensed or otherwise transferred by it without the prior written consent of 99Rated.

9.2 99Rated may sub-contract its obligations under this Agreement to third parties providing services to it but 99Rated shall remain liable to the Customer for the acts and omissions of any such sub-contractors. 99Rated may transfer its rights and obligations under this Agreement to any party that takes over that part of its business relating to the provision of the App and its related services.

10. ENTIRE AGREEMENT

10.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings, and agreements.

10.2 Each 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.

11. WAIVER

11.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12. NOTICES

12.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

12.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

12.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):

(i) Customer – its registered office address (if registered in the UK) and/or such other address as stated at the beginning of this Agreement or as notified in writing by it to 99Rated for this purpose.

(ii) 99Rated - its registered office address and/or such other address as notified in writing by it to the Customer for this purpose.

13. DISPUTE AND GOVERNING LAW

This Agreement and all disputes and claims arising out of or in connection with, shall be governed by the laws of England and Wales. The Parties irrevocably and unconditionally agree that the relevant courts of England and Wales shall have exclusive jurisdiction over all such disputes and claims.