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Terms and Conditions

Interact Sport Pty Ltd (ABN 94 111 117 116) (we, us, our) provides organisations with various sports management technology solutions to access and use over the internet.

By accepting these Terms, or by accessing or using the Service or Apps, or authorizing or permitting any Admin-User or End-User to access or use the Service, you acknowledge that (i) you have read and understood this Agreement (ii) you are an Authorised Representative of your Organisation and capable of binding your Organisation, and (iii) you agree to this Agreement on behalf of yourself and your Organisation.

1. Your Rights to use the Apps

1.1. Subject to your prompt payment of Fees and your compliance with and observation of any limitations imposed under this Agreement and any Plans, we grant you a non-exclusive, non-transferable, revocable, limited right to access and use, during the Term, those Apps that you order from us from time to time for the sole purpose of your Personnel or invitees undertaking various sports management functions.

1.2. References in these terms to ‘access’ to or ‘use’ of the Apps means accessing or using its functionality remotely over the internet. We do not deliver or install, and you are not entitled to receive or install physical copies of software, source code, object code or other components of the Apps other than downloadable versions that we make available from time to time.

1.3. Certain Apps or their features and functions might be subject to usage, time, bandwidth or other restrictions or limitations as detailed in our Plans that are available for you to order from us from time to time.

1.4. You are required to obtain and maintain the devices, equipment, hardware, software, telecommunications services, third-party services and the like (e.g. YouTube account, mobile/tablet, video capture equipment) needed for you and your Personnel to access or use the Apps.

1.5. You are also responsible at your cost for maintaining the integration and data exchange (if any) between your computer system and the Apps unless you place and we accept an order for us to provide professional services to you in this regard.

1.6. Access to and use of the Apps may be impaired or prevented by a variety of factors that are beyond our control e.g. problems with your equipment or internet connectivity. Such factors do not constitute defects in the Apps.

1.7. Notwithstanding anything else in this Agreement, we may customise, modify, enhance, adapt, Update or replace the Apps in our discretion, and references in these terms to the ‘Apps’ includes such customisation, modification, enhancement, adaptation, Update or replacement.

1.8. Notwithstanding clause 1.4, if we agree to perform work at your direction that is not specified in this Agreement, then the work will be considered services and you agree to pay us for those services at our then current time and materials rates until such time as alternate payment arrangements are mutually agreed.

2. Your Obligations and Restrictions

You agree to:

2.1. only use or attempt to use the Apps in accordance with this Agreement;

2.2. only use or attempt to use the Apps in your own right and not on behalf of or in imitation of a third-party;

2.3. comply with the current editions of Documentation we provide or make available to you and reasonable directions that we may issue from time to time regarding your use of the Apps, including any Acceptable Use Policy;

2.4. promptly report to us any material errors, defects or malfunctions in the Apps that you experience or observe;

2.5. not use the Apps or any of our know-how or information you obtain for outsourcing, service bureau, resale or other commercialisation purposes;

2.6. not do or refrain from doing anything calculated to damage, disrupt, impair or jeopardise the Apps or related systems or our ability to provide you or others with access to the App/s or our services;

2.7. not to attempt to gain unauthorised access to the Apps, related systems or another customer’s data;

2.8. not purport to grant any interest in, sub-licence of or derivative right to use the Apps, except as permitted by clause 1.1;

2.9. complete the necessary steps and processes, including the creation and uploading of Customer Content, necessary to create your instance of the Apps;

2.10. cooperate with us in good faith and provide commercially reasonable assistance and timely access to materials that we reasonably require;

2.11. provide timely instructions, decisions and approvals;

2.12. comply with all applicable laws;

2.13. procure from your third-party service providers and licensors the consents and actions (if any) which are required in order for us to deliver the Apps to you;

2.14. be responsible (that is, we are not responsible) for the Customer Content that you create, transmit to/from or publish on or via the Apps, including where you request us to transmit to/from or publish such information on or via the Apps for you or integrate Customer Content to third-party platforms, such as YouTube. You are also responsible for your Personnel’s or any third-party’s reliance on such content;

2.15. maintain and action:

(a) the accuracy, completeness, correction and deletion of; and

(b) any required permissions and opt-in or opt-out requests from;

(c) your users, members or third parties whose details or personal information might be captured by, stored in or published on or via the Apps; and

2.16. be responsible and liable for the use of the Apps by your Personnel and ensure that your Personnel do not do, or fail to do, anything that would breach this Agreement if you did, or failed to do, that thing.

3. Third Party Integrations

3.1. The Apps may integrate with, communicate with or allow you to access third-party or open source content, services, software or websites, including authentication services, streaming platforms and social media platforms (“Integrations”).

3.2. We provide these Integrations in good faith, however, we are not responsible and disclaim all liability in connection with such third-party platforms, including the past, present or future integration with or availability, functionality, longevity, performance, robustness, stability or security of those platforms.

3.3. If necessary, you must maintain your own account or subscription with such third-party platforms and ensure that you understand and comply with any usage policies, restrictions and limitations or terms and conditions applicable to those third-party platforms.

3.4. You grant us permission to integrate with, communicate with or access such third-party platforms on your behalf, including the transmission and dissemination of your Customer Content, in furtherance of the Integration functionality within and your use of the Apps.

4. Documentation

4.1. We may provide you with access to Documentation.

4.2. You may make a reasonable number of copies of it to support your permitted use of the Apps.

4.3. Documentation is our confidential information and intellectual property and is provided to you by way of loan for the Term.

5. Administrative Credentials

5.1. We will issue you and your Personnel with “Administrative Credentials” (i.e. user names and passwords) to allow you to set up user permissions for your Personnel within the Apps and if applicable, to access certain data about use of the Apps by your Personnel.

5.2. You are responsible for keeping your Administrative Credentials confidential and may only disclose them to your Personnel on a need-to-know-basis. You are responsible for the activities performed by you, your Personnel and third parties using your Administrative Credentials.

5.3. You agree to promptly notify us if you become aware that an unauthorised third-party has become aware of your Administrative Credentials, so that they can be de-activated and replacements issued.

5.4. Without limiting clause 2.16 or this clause 5 you agree that the acts and omissions of your Personnel are taken to be your acts and omissions.

6. Pricing and Payment

6.1. Our Fees and Plans are made available to you at the time you order access to an App or App feature or Plan.

6.2. Your access and use of an App, or its features, might be subject to usage, time, bandwidth or other restrictions or limitations and we may charge you additional Fees to overcome or comply with such restrictions or limitations.

6.3. We will email invoices to you to your Authorised Representative for payment or request payment via credit card within an App.

6.4. Fees are expressed inclusive of GST and such Fees may change in line with changes in the rate of GST.

6.5. Upon our request, including when you register to use an App or sign up to a Plan, you must provide us with a valid and current credit card and/or direct debit request and update the credit card / direct debit details from time to time so that they remain current.

6.6. You authorise us to charge or debit our Fees and other monies owing to us against the then current credit card or bank account on file.

6.7. You must pay our Fees in full and without deduction within 7 days’ of the date of invoice or immediately upon ordering an App or Plan or at such agreed intervals, eg monthly, in the case of Plans that you order.

6.8. We may charge you interest on any amount which remains unpaid, at the rate of 12% per annum, calculated daily, compounded at the end of each calendar month, from the date the amount was first due until the date we receive payment in full.

6.9. We can charge you and you indemnify us for any debt recovery or legal fees, on a full indemnity basis, related to the recovery of unpaid Fees from you.

7. Disputed amounts

7.1. If you have a good faith dispute regarding an invoice, you authorise the payment or agree to pay the undisputed amount by its due date and provide us with written notice of the reason for any disputed amount prior to the due date for payment of the invoice so that you and we can seek to promptly resolve the issue.

7.2. In addition, and without limiting any other rights, we may suspend your use of and access to the Apps following at least 7 days’ prior written notice to you if:

7.3. you have failed to make payment of an undisputed amount by its due date; or

7.4. the amounts in dispute under this Agreement in aggregate, reach more than 15% of the your annual Fees as forecasted by us.

8. Ownership

8.1. We acknowledge and agree that as between the parties, you are the exclusive owner of Customer Content.

8.2. You grant us, and our related bodies corporate, Personnel and subcontractors an irrevocable, perpetual, royalty free, transferable, sub-licensable and non-exclusive license to communicate, copy, distribute, host, Integrate, modify, store and use Customer Content to the extent reasonably required to perform this Agreement , make the Apps available for your use, promote the Apps, distribute and publish player or game statistics and results or as required by law.

8.3. Subject to clause 8.1, you acknowledge and agree that as between the parties, we are the exclusive owner of all right, title and interest (including intellectual property rights) and know how in the Apps. This includes all components used to access and use the Apps, such as Documentation, training materials, design libraries, APIs, website development tools, technical documentation, support technologies, methodologies and similar materials.

8.4. Our ownership of the Apps extends to Updates, suggestions for Updates (whether or not requested by or specifically developed for you) and new material developed while you access or use the Apps, but excludes Customer Content.

8.5. You must not yourself, or directly or indirectly allow or cause a third-party to, reverse disassemble, decompile or reverse engineer the whole or any part of the Apps or any locking or security device used or supplied with the Apps or otherwise attempt or allow any other party to attempt to decode or obtain the algorithms by which Apps perform functions.

9. Security

9.1. We use commercially reasonable efforts to keep the Apps secure so that your use of and the data you transfer to or from the Apps is not accessible by unauthorised third parties.

9.2. We endeavour to protect our equipment and Apps against viruses, trojan horses, worms, time bombs and other similar harmful code which may affect the Apps, as well as vulnerabilities which may expose our equipment and Apps to the risk of intrusion or attack. We do not, however, guarantee such protection.

9.3. You agree to take reasonable steps to prevent unauthorised access to our Apps, for example, by keeping your Administrative Credentials confidential.

10. Confidentiality and privacy

10.1. Each party (“recipient”) will, and agrees to ensure that its personnel, related bodies corporate, agents, sub-contractors and advisers:

(a) keep confidential, all Confidential Information provided by the other party (“discloser”) in connection with this Agreement or which the recipient otherwise obtains access to in connection with this Agreement;

(b) only use Confidential Information for the purposes of performing its obligations and exercising its rights under this Agreement;

(c) only disclose Confidential Information to the recipient’s Personnel, related bodies corporate, agents, sub-contractors and advisers on a ‘need to know’ basis to the extent required to perform its obligations and exercise its rights under this Agreement; and

(d) except as set out in this clause, or as required by law or in order to comply with the requirements of any stock exchange, not disclose Confidential Information without the prior written consent of the discloser acting in its absolute discretion.

10.2. Each party must comply with its obligations under the Privacy Act. We will comply with our privacy policy. You promise that you have obtained all required consents in respect of personal information that you provide to us or upload to the Apps.

10.3. Subject to clauses 10.4 and 10.5, on termination or expiration of this Agreement for any reason, the recipient will, upon request of the discloser, return to the discloser or destroy all Confidential Information of the discloser in the recipient’s possession.

10.4. The recipient may retain a copy of the discloser’s Confidential Information to the extent required to comply with its legal obligations and record keeping requirements. If the recipient does so, it must continue to protect the Confidential Information in accordance with these terms.

10.5. In certain circumstances:

(a) we might not be able to return, destroy or maintain copies of all Confidential Information, particularly if stored in App databases and if so then we are not obliged to comply with clause 10.3; and

(b) returning Confidential Information, particularly if stored in App databases is time consuming and technically challenging, if so then at your request we might, but we’re not obliged.

10.6. You consent to us using outside of this Agreement aggregated information regarding use of the Apps by you and your Personnel (e.g. total players, aggregated statistics, etc), such as for statistical, reporting and benchmarking purposes. This information will only be used on an aggregated basis and must not include personal information through which you or your Personnel could be identified.

11. Communication and Promotion

11.1. Despite clause 10, You grant us a royalty-free, perpetual right to promote your current and prior use of the Apps with your Marks.

12. Warranties

12.1. Each party warrants to the other that it has the power to enter into this Agreement and perform its obligations under this Agreement.

12.2. The Authorised Representative warrants that he or she has the power to enter into this Agreement on behalf of the Organisation and contractually bind the Organisation to this Agreement.

12.3. Subject to clause 3.1, we warrant to you that the Apps and your use of them in accordance with this Agreement do not infringe the intellectual property of any third-party. You warrant to us that the Customer Content and our use of it in accordance with this Agreement does not infringe the intellectual property, confidential information or trade secret of any third-party.

12.4. To the extent permitted by law, all warranties not expressly stated in this Agreement, including any implied warranties of merchantability and fitness for a particular purpose are excluded from this Agreement.

12.5. We do not warrant that the operation of the Apps will be uninterrupted or error-free.

12.6. If any legislation implies a guarantee, condition or warranty (a “non-excludable term”) into this Agreement in respect of goods or services supplied, and our liability for breach of that non-excludable term may not be lawfully excluded but may be limited, clauses 12.4 and 12.5 do not apply to that liability and instead our liability for any breach of that non-excludable term is limited to:

(a) in the case of a supply of goods, us doing any one or more of the following (at our election): (i) replacing the goods or supplying equivalent goods; (ii) repairing the goods; (iii) paying the cost of replacing the goods or of acquiring equivalent goods; paying the cost of having the goods repaired; or

(b) in the case of a supply of services, us doing either or both of the following (at our election): (i) supplying the services again; (ii) paying the cost of having the services supplied again.

13. Liability

13.1. To the extent permitted by law and otherwise notwithstanding anything else in this Agreement, we are not liable for:

(a) indirect or consequential loss; or

(b) loss of revenue, profits, goodwill, or data

howsoever caused which arises out of or in connection with the Apps or this Agreement, whether or not we have been advised or ought to have known of the possibility of such loss.

13.2. To the extent permitted by law, we limit our aggregate liability to you (whether in contract, under an indemnity, in tort (including for negligence), under statute, in equity or otherwise) for all losses arising under or in connection with this Agreement to an amount equal to the Fees paid under this Agreement during the 12 months immediately preceding the date of the event giving rise to the first loss under consideration.

13.3. The limitation of liability in clause 13.2 does not apply to a breach of clause 10 (Confidentiality and Privacy), which will be capped in the aggregate to $200,000.

(a) to the extent permitted by law you agree to release, indemnify and hold harmless our directors, officers, employees, agents, contractors, licensors or suppliers and us, from and against all actions, causes of action, claims, costs, damage, demands, fines, liability, penalties whatsoever arising out of yours or your Personnel’s:

(I) use of the Apps;

(II) acts or omissions; and

(III) breach of this Agreement

whether arising under statute or in contract, tort (including negligence) or any other legal doctrine.

13.4. Each party’s liability to the other party under this Agreement is reduced to the extent that the liability was caused or contributed to by the other party or any of its personnel.

14. Term

14.1. The Agreement and your usage of an App begins on the Start Date and will continue until the earlier of:

(a) the expiry or end date (if any) detailed in the relevant Plan; or

(b) termination of this Agreement in accordance with these terms.

(the “Term”).

15. Suspension and Termination

15.1. We may immediately suspend your use of and access to an App or part of it without liability if we reasonably believe that you or any of your Personnel are in breach of this Agreement.

15.2. Either you or we may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:

(a) is in breach of this Agreement and fails to remedy the breach within 30 days after receiving notice requiring it to do so; or

(b) becomes insolvent (as defined in the Corporations Act).

15.3. In addition, either you or we may terminate this Agreement at any time for convenience by giving the other party at least 90 days’ prior written notice.

15.4. Without any liability and in our absolute discretion, we may immediately suspend your use of the App/s or terminate this Agreement at any time with immediate effect if we decide that you or your undertaking:

(a) might bring us or our business into disrepute; or

(b) has or will suffer reputational damage or has engaged in conduct, including the conduct of your Personnel, that brings you, your business or Personnel into disrepute, including, without limitation, the committing of crimes, the underpayment of staff, being party to bribes or corruption.

15.5. If this Agreement is terminated by you under clause 15.2 or 17.5 or by us under clause 15.3, then we will promptly repay to you any prepaid fees for Apps that were to have been provided after the effective date of termination.

15.6. We may, although we’re not obliged to, delete Customer Content in our possession after the termination of your use of an App. To the extent possible, we recommend that you backup your data in a secure fashion onto your own computer system on a regular basis as we are not responsible for backing up your data onto your systems.

15.7. Clauses 4, 6, 8, 10, 11, 12, 13, 16 and this clause survive the expiration or termination of this Agreement.

15.8. The expiration or termination of this Agreement does not affect any right or cause of action which has accrued to a party at or prior to the date of termination, including the right to be paid for services rendered.

16. Dispute resolution

A party claiming that a dispute has arisen under or in connection with this Agreement (“dispute”) must notify the other party giving written details of the dispute. The parties agree to negotiate in good faith on a commercially realistic basis to resolve the dispute within 30 days of initial notification, before commencing any legal proceedings in relation to the dispute. Nothing in this clause will prevent a party from seeking interlocutory relief or debt collection of unpaid Fees.

17. General

17.1. Relationship. No employment, partnership or joint venture relationship is created or exists between the parties.

17.2. Affiliates. Our related bodies corporate and/or subcontractors may provide portions of the services to facilitate your usage of an App, however, we will remain responsible for their performance or non-performance.

17.3. Law. The laws of the State of Victoria, Australia govern this Agreement and each party submits to the exclusive jurisdiction of the courts of that State and any courts which may hear appeals from those courts.

17.4. Entire Agreement. The Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

17.5. Amendment. We may vary these terms (other than the Fees) from time to time. If there is an amendment which has a material detrimental impact to you, you may terminate this Agreement upon 30 days written notice to us. We may vary the Fees from time to time by providing written notice to you. If you are unwilling to pay the varied Fees, you may terminate this Agreement upon 30 days written notice to us.

17.6. Severance. A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.

17.7. Force Majeure. Neither party is liable to the other for the consequences of any delays or failures of its performance which are caused by any event beyond the first party’s reasonable control, including without limitation acts of God, fire, flood, accident, terrorism, strike and riots. Either party may terminate this Agreement upon at least 14 days’ prior written notice to the other party if such an event occurs and continues for a period of 30 days or more.

18. Glossary

18.1. In these terms, the following words have the following meanings:

18.2. “Acceptable Use Policy” or “AUP” means the guidelines regulating the proper and permitted use of the Apps (if any) published by us from time to time and made available to you as part of the Documentation.

18.3. “Agreement” means this document.

18.4. “Apps” means our proprietary software applications, platforms and technologies, including the following applications and modules:

(a) ResultsVault: a comprehensive sports competition management system including fixturing, match format management, team management, player management, venue management, umpire management, profiles and statistics;

(b) Fan App: a native mobile application partner to our Match Centre. The app optimises the match day experience and in-game engagement for fans. Features include live streams, video highlights, scoring events, match insights and notifications.

(c) Match Centre: a fully responsive web application that optimises the match day experience and in-game engagement for fans. Features include live streams, video highlights, scoring events and match insights.

(d) LiveScore: a native mobile application for capturing live and detailed scores and statistics.

(e) Video Apps: a light weight, cost effective video solution. The solution, delivered via the Organisations YouTube account, includes live streaming, automated highlights (in the case of cricket - wickets, fours and sixes) and Video on Demand (VoD) full match replays. All production such as highlight clipping is automatically powered by the LiveScore.

(f) Program Management: a configurable module targeted at addressing the needs of national sporting bodies as they implement Early-Learning Programs across their entire user base. The product includes an advanced administration portal for program providers (e.g. clubs or centres) to manage and setup programs including session details and activities within each session.

(g) CRM and Identity Management: A database solution to capture, store, communicate and report on sports participants across all levels.

(h) Registration Management and Online Payments: A module enabling the implementation of online participant registrations, integrated with leading FinTech partners to take payments securely and disburse funds. The product includes an advanced administration portal for configuration of online forms, registration products, payment options and comprehensive reporting.

(i) Club and Association Website CMS: Designed with club volunteers in mind, our ready-to-go website templates can be easily customised with the club/association colours and branding. Manage news, events, promote sponsors, match information, social media plug-ins and embed videos

(j) Club Finder: empowers governing bodies to execute large digital acquisition plans and connect the community with local clubs and program providers. Features include flexible search options and filters with integration into the Registration Management and Online Payments product for an end-to-end registration experience.

(k) Open API Framework: a family of API’s that allow for a wide range of integration scenarios

18.5. “Authorised Representative” means the individual who enters this Agreement or orders Apps on behalf of the Organisation.

18.6. “Confidential Information” means information that:

(a) is by its nature confidential;

(b) is designated by the discloser as confidential; or

(c) the recipient knows or ought to know is confidential;

and includes commercial and technical information related to this Agreement, the Apps or the discloser, but does not include:

(d) information which is in the public domain (otherwise than through a breach of this Agreement or any other obligation of confidentiality); or

(e) which is independently developed or acquired by or previously known to the recipient, without access to the discloser’s Confidential Information;

18.7. “Customer Content” means the content and intellectual property that you provide for use with or upload to the Apps or third-party platforms in connection with or via the Apps, including, but not limited to, logos, text, images, statistics, sounds and videos.

18.8. “Documentation” means user guides and release notes related to the performance, function and use of the Apps, including any AUP.

18.9. “Fees” mean the fees we charge from time to time for our Plans or to access and use Apps.

18.10. “Includes”: the words “includes”, “include”, “including”, “for example” or “such as” will be read to mean “includes, but is not limited to”;

18.11. “Marks” means a party’s name, trademarks, trade names, logos or similar identifiers.

18.12. “Organisation”, “you”, “your” means the entity on whose behalf the Authorised Representative has registered with or ordered from us to provide the Apps or any services. The types of organisations that might register include, without limitation, companies, partnerships, firms, trusts, associations, clubs, unions, government agencies or departments.

18.13. “Personnel” means your administrators, employees, contractors, directors, officers, members, players, partners, trustees, agents or any other third-party that acts on your behalf.

18.14. “Plans” mean the various subscriptions, periods, plans, passes and permissions associated with access and usage rights to Apps or App features which might be made available to you to acquire from time to time.

18.15. “Privacy Act” means the Privacy Act 1998 (Cth), as amended or replaced from time to time.

18.16. “Start Date” means the date detailed on your Plan or the date your Authorised Representative first accessed, registered or subscribed to use an App on your behalf.

18.17. “Term” has the meaning given by clause 14 of this Agreement.

18.18. “Update” means changes to the Apps features, new versions of, upgrades to and the correction of errors in the Apps that we may make or release from time to time. “Updates” shall be similarly construed.

Terms last updated on 1 October 2019