These iSPORTiSTiCS General Terms and Conditions for Companies (“General Terms”) are, through this document, accepted and recognized by the company identified on the subscription page and Summary Table (“Company”) and constitute a legally binding contract between the Company and iSPORTiSTiCS LIMITED, a private limited company under England and Wales laws, with business address at 160 Kemp House, City Road, London EC1V 2NX, company house registered 11877865 (“iSPORTiSTiCS”).
These General Terms establish the terms and conditions under which the Company may establish an iSPORTiSTiCS Corporate Account for Companies (“Corporate Account“), which iSPORTiSTiCS will make available through the Platform in connection with one or more iSPORTiSTiCS Corporate Solutions (“Solution“, “Platform“), as established herein.
The access and use of the Platform by the Company in relation to any Solution are subjected to these General Terms and to all applicable Solution Addendums, which may be modified or updated at any moment by iSPORTiSTiCS, with the Contract effective as of the publication of a new updated version of these General Terms and/or the applicable Solution Addendum, on the iSPORTiSTiCS website and Platform. iSPORTiSTiCS will notify the Company about any modifications or updates by e-mail or through the Platform. The Company is responsible for updating the contact information on the Platform and to regularly review the Platform, the General Terms and any Solution Addendum for updates and information provided by iSPORTiSTiCS. The continued use of the Corporate Account or any Solution following such modifications or updates implies the acceptance by the Company of such changes.
The terms used in uppercase, but not defined by the General Terms, will have their meanings attributed in the applicable Solution Addendum.
“User Fee” means the costs incurred by Authorized Users or Administrators, according to the Solution, due to the use of the services of capture, processing and distribution of audiovisual content, obtained through the iSPORTiSTiCS Platform, plus taxes and any other applicable fees or charges that may be due for the specific use of the iSPORTiSTiCS Service;
“Personal Data” means any information connected to these General Terms and which may be related to an identified or identifiable person;
“Platform Data” will have its meaning given in Clause 4.
“Platform” will have its meaning given in Clause 4.
“Data Protection Law” (“LGPD”) means all laws and regulations applicable to Personal Data in connection with this Contract, including, as applicable, the laws and regulations of Brazil (Law 13,709/2018), the European Union, the European Economic Area and its member states, Switzerland and the United Kingdom, including the European Union Data Protection Regulation (2016/679) (“GDPR”);
“iSPORTiSTiCS Service” means the iSPORTiSTiCS technology service which, when used with the iSPORTiSTiCS Platform or Application, as applicable, permits users and Administrators to request the content described in the Summary Table and Annex I. The iSPORTiSTiCS Service beings with the capture and/or receiving of audio or video signal and/or video files for processing discriminatory content in the Summary Table and Annex I. Services NOT INCLUDED in iSPORTiSTiCS Services are internet connection infrastructure and/or eventual repairs necessary for this.
“Service Fee” means the service fees applicable to User Fees and/or the use of services by the Company, if any, as set forth in a Solution Addendum or as otherwise agreed between iSPORTiSTiCS and the Company;
“Authorized User” means an individual authorized to use and to connect his/her account to the Corporate Account, or an individual who uses services through the Corporate Account, as defined by each Solution Addendum; The terms “controller”, “data holder”, “personal data”, “processing” and “processor”, when used in these General Terms, have their meanings given in the GDPR.
4.1 Company Platform and Solution Access. After signing this Contract, iSPORTiSTiCS will establish a Corporate Account for the Company which will allow the Company to access the Solutions catalogue and iSPORTiSTiCS services, which includes access to each Solution that the Company agrees to use through the Solution Addendum (“Platform”). iSPORTiSTiCS will contact the Company through a representative designated by the former as an administrator in the Platform (“Administrator”). Besides the Platform characteristics described in appliable Solution Addendum, the Platform will allow the Company to: (a) visualize each Solution which was agreed to be used by a Solution Addendum; (b) visualize information from raw audiovisual content and generated outputs (“Platform Data”); (c) elaborate and analyze activity reports using Platform Data; (d) add and remove Administrators; (e) manage and update payment methods (when appliable); (f) revise and manage payment reports; and (g) consult and settle pending amounts in the Corporate Account. iSPORTiSTiCS reserves the right to add, remove and update Platform features and functionality at any time. iSPORTiSTiCS agrees to use its best efforts to provide the Platform to the Company as stipulated in this Contract.
4.2 Administration. The Company may appoint additional Administrators at its discretion. The Company agrees to: (a) keep all Platform access credentials confidential, (b) allow only authorized Administrators to access the Platform and (c) update, when necessary, all information of the main Administrator and other authorized Administrators to ensure that it is current, accurate and complete. The Company shall be responsible for all activities that occur under its credentials to access the Platform.
4.3 Updates of Authorized User and Administrator. It is the sole responsibility of the Company to maintain an accurate and up-to-date list of Authorized Users or Administrators who are authorized to use the Platform in the Company’s Corporate Account for each Solution. iSPORTiSTiCS may periodically review the list of Authorized Users and Administrators, as the case may be, for maintenance and support of the iSPORTiSTiCS Service and to ensure compliance with this Contract
4.4 Responsibility for User Activity. The Company agrees that: (a) it is responsible for all operations from Authorized Users and Administrators with the Corporate Account, whether or not such User Fee has been authorized by the Company and (b) User Fees may be subject to price changes at any moment. In addition, the Company agrees that iSPORTiSTiCS shall not be liable for User Fees incurred by an Authorized User or Administrator, according to each Solution, after the Company tries to remove said Authorized User or Administrator from the Corporate Account, in the event that the Company has provided incomplete or imprecise information to remove the Authorized User or Administrator through the Platform. Lastly, the Company will be responsible for User Fees incurred from fraudulent activities, misuse or other forbidden activities by an Authorized User or Administrator who uses the Corporate Account to access iSPORTiSTiCS Services. The Company will notify iSPORTiSTiCS immediately after discovering fraudulent or impermissible activities on the Corporate Account.
4.5 Restrictions. The Company agrees to use the Corporate Account and Platform only as set forth in this Contract. The Company will not and will not authorize any third party to: (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the underlying source code or technology, methodologies or algorithms from the iSPORTiSTiCS Platform, iSPORTiSTiCS Service, iSPORTiSTiCS Application, except as provided by law; (b) sublicense, lease, rent, sell, assign or otherwise transfer or provide the iSPORTiSTiCS Service or iSPORTiSTiCS Platform to any third party other than an Affiliate; (c) overbilling, increasing or otherwise modifying User Fees for any use of the iSPORTiSTiCS Service; or (d) imposing any additional fees or charges on an Authorized User for use of the iSPORTiSTiCS Platform or Service. iSPORTiSTiCS reserves all rights not expressly granted to the Company or to third parties, including Authorized Users, under this Contract.
5.1. User Fees and Service Fees. User Fees and Service Fees applicable to each Solution are established in the applicable Solution Addendum.
5.2. Payments. User Fees and Service Fees must be paid according to the applicable Solution Addendum beforehand and in the frequency set in the same Solution Addendum.
5.3. Tributes. All payments will be processed in the local currency applicable to the Authorized User’s region. No payment is refundable except as expressly provided herein. Each party will be responsible for its own costs and expenses related to the implementation and enforcement of this Contract.
6.1. Brand use License; Restrictions. The term “Brand” means the registered brands, service brands, commercial names, logotypes, slogans and other identifiable and commercial symbols of the Company (“Licenser”). The Company concedes to iSPORTiSTiCS (“Licensee”), only during the effectiveness of the contract, a limited, royalty-free, non-exclusive, untransferable and non-attributable license, without sublicensing, to use and exhibit the Licenser’s Brand. All uses of the Licenser’s Brand by the Licensee will be done with approval of the Licenser. The Licensee will not use or modify the Licenser’s Brands without previous written consent of the Licenser. The Brands will always remain exclusive property of the Licenser. Except as expressly provided in this Contract, no license or right under any intellectual property or other proprietary rights shall be deemed granted by Licensor to Licensee. All rights not granted herein are expressly owned by Licensor. The Company grants iSPORTiSTiCS the right to display the Company’s Brands during the Term of the Contract, pursuant to this Clause: (i) on the iSPORTiSTiCS website and (ii) on any list of companies describing with whom iSPORTiSTiCS has carried out similar promotional or marketing activities, provided that this list includes at least two other companies and such use conforms to the Company’s trademark use guidelines, if any.
6.2. Property. iSPORTiSTiCS and its Affiliates are and will remain the owners of all rights over the Platform, iSPORTiSTiCS Service, iSPORTiSTiCS Application and iSPORTiSTiCS Personal Data, including all updates, improvements and new versions of the mentioned, all data related to iSPORTiSTiCS Platform and Service use, and all related documents and provided material to the Company or any current or suggested Authorized User, connected to this Contract.
6.3. Publicity Prohibition. Except as explicitly written herein, none of the parties may use or refer to the name, logotype or registered or service brands of the other party in the media, or other public exposure, without previous consent for each case.
8.1. Party Roles. The Company is the independent controller or keeps rights on the holder’s Platform Data in order to manage personal data. In other words, collection, production, reception, classification, use, access, reproduction, transmission, distribution, processing, archiving, storage, deletion, evaluation or control of information, modification, communication, transfer, dissemination or extraction and sharing of raw and processed data in all its purposes. The Company is responsible for establishing the purposes and methods of personal data management, for defining the objectives of the processing of Personal Data, for informing the data holders about Personal Data processing and modalities to exercise rights, and for transparency in data holder relations, including notifying the National Authority of Data Protection (“ANPD”) or any other regulatory agency, over any personal data violations. Leakage of personal data is included in the violations. It depends on iSPORTiSTiCS to define Processing means and to implement security measures.
The Company confirms and is responsible for maintaining compliance in relation to its property and/or usage rights, transformation and edition about content, videos, images and data with related counterparts. iSPORTiSTiCS excludes itself from the same responsibilities because it will only process, edit or store content, videos, images and data which come from the Company. Even after using iSPORTiSTiCS technology, the Company will have exclusive and protected access, without any possibility of distribution to third parties without legal consent of the property owner and/or without usage rights of the primary content (all content loaded on the Platform).
8.2. Compliance with Data Protection Laws. Each party must follow obligations applicable from the LGPD (Law No. 13,709/2018) and subsequent regulation, which regards Personal Data processing. Improper use of data and captured content from Platform Data is under the exclusive responsibility of the Company. The Company should follow, and will make its affiliates and contractors follow, all of their obligations under the LGPD and GDPR and process Personal Data linked to Cloud Service. In relation to this, the Client must particularly guarantee the acquisition and maintenance of all registries and authorizations to competent authorities regarding data protection and the valid legal basis for Personal Data processing.
8.3. Compliance with Third Parties Terms and Conditions. The Company, Company Platform and Solutions may be used and linked to other services and providers, in the same way the Company undertakes to remain in compliance with the Terms and Conditions of Use and Services, Privacy Policies and Security Settings of third parties. Nevertheless, possibly data provided to the Company will be protected and used exclusively to benefit the User – data provider and owner. At any time, the User can revoke access to third party Services, changing the security and privacy settings of each Service.
Each third-party Terms can be found at the following links:
8.4. Restrictions. The Company agrees that any obtained Platform Data linked to this Contract must be used: (i) exclusively for the purposes established in Clause 8.1 of these General Terms, or linked to the use of iSPORTiSTiCS Service, but for no other purposes, unless there is explicit written authorization by iSPORTiSTiCS; and (ii) according to the purposes communicated to the data holders. The Company should not use Platform Data in any way that harms iSPORTiSTiCS or benefits iSPORTiSTiCS’s competition. The Company agrees that it will not divulge Platform Data to third parties, except when necessary for the purposes established in this Contract. The Company must not rent or sell Platform Data which could configure finality deviance.
8.5. Security. The Company will implement appropriate technical and organizational measures to protect Platform Data against unauthorized or illegal processing and against loss, destruction, damage, alteration or unauthorized disclosure, as well as any security measure violations (“Information Security Incident”).
8.6. Notification. The Company must immediately notify iSPORTiSTiCS in case the Company learns or has motive to believe an Information Security Incident has occurred in relation to Platform Data. This notification must include at least: (1) the nature of the security measure violation; (2) the personal data and people potentially affected; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remedial measures taken or planned in response to the Information Security Incident. After any discoveries, the Company should: (a) take all reasonable measures to investigate, remedy and mitigate the effects of the Information Security Incident and (b) provide iSPORTiSTiCS with reasonable and satisfactory assurances that such an Information Security Incident will not happen again. Additionally, if and to the extent that any Information Security Incident results from an act or omission of the Company, and if iSPORTiSTiCS determines that notifications (whether on behalf of iSPORTiSTiCS or on behalf of the Company) or other remedial actions are necessary, the Company shall, at iSPORTiSTiCS’s request and at the Company’s expense and risk, take such remedial actions.
8.7. Solution Addendum. The specific dispositions related to privacy and data of each Solution are included in the applicable Solution Addendum.
8.8. Communication. See Clause 12.2 of these General Terms.
9.1. Mutual Warranties. Each party declares and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations described herein, (b) the acceptance of this Agreement, as well as the performance of the obligations set forth in this Agreement, does not violate and will not violate any other Agreement that such party has entered into, and (c) it is duly established, validly in existence and is in good standing under the laws of the jurisdiction of its origin.
9.2. Company Warranties. The Company declares and warranties that: (a) it holds all rights and consents, when necessary, to provide iSPORTiSTiCS with the Company’s data and any other information provided to iSPORTiSTiCS in this document; (b) it will only use Platform Data for legitimate commercial purposes, including processing audiovisual content and data from third parties, accountability, budget and expenses; (c) compliance during the Effectiveness of the current contract to all laws, rules and municipal, state, federal, national and international regulations, including those related to data protection, privacy, identity theft, data violation, consumer protection, data security and any applicable industry standards to data privacy and security; (d) it will only share and provide access to Platform Data to personnel who have commercial necessity for such information; (e) it shall not divulge Platform Data to third parties, unless there is explicit written authorization from iSPORTiSTiCS, and in each case the third party has a non-disclosure agreement that is as restrictive as here contained; (f) it will not rent or sell Platform Data for any purpose not authorized by iSPORTiSTiCS; (g) it will not use Platform Data that would harm in any way iSPORTiSTiCS or benefit iSPORTiSTiCS’s competition; (h) Company Brands, as provided to iSPORTiSTiCS following the terms of this Contract, will not infringe or violate in any way property rights, publicity rights or other third party property rights; and (i) it is not a government entity or a mixed capital company. If this contract is made on-line, the Company declares that the natural person who clicked to accept these General Terms is authorized by the Company to do this and this act links the Company to the terms contained here.
9.3. Warranty Disclaimer. EXCEPT WHEN EXPLICITLY ESTABLISHED IN THIS CONTRACT, ISPORTISTICS PROVIDES THE ISPORTISTICS SERVICE AND PLATFORM “AS IS” AND WITHOUT WARRANTY. ISPORTISTICS DOES NOT WARRANTY THAT THE FUNCTIONS IN THE ISPORTISTICS PLATFORM, SERVICE OR APPLICATION WILL MEET THE COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE MENTIONED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ISPORTISTICS DISCLAIMS ALL OTHER WARRANTIES RELATING TO THIS CONTRACT, EXPLICIT OR IMPLICIT, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLICIT OR LEGAL WARRANTIES OVER THE ISPORTISTICS PLATFORM OR SERVICE AND (B) ANY IMPLICIT MERCHANTABILITY WARRANTIES, NON-VIOLATION OR ADJUSTMENT FOR SPECIFIC PURPOSE.
10.1. The Company (“Indemnifying Party”) will compensate, defend and disclaim iSPORTiSTiCS (“Indemnified Party”), its Affiliates and respective counselors, directors, employees, agents, successors and assigns from all complaints, damages, losses and expenses (including attorneys’ fees) with respect to any third party claim arising out of or related to: (a) a violation of any representations or warranties of the Indemnifying Party in this Contract or any Solution Addendum; or (b) a violation of a third party’s intellectual property rights by the Indemnifying Party’s Brands, but only if such Brands have been used by the Indemnifying Party in the manner approved by the Indemnifying Party
10.2. The Indemnified Party shall promptly notify the Indemnifying Party of any potential claim subject to indemnification under this Clause. The Indemnifying Party shall assume the defense of the claim through counsel appointed by it. The Indemnifying Party shall not settle or prejudice any defense without the written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of a claim at the expense of the Indemnifying Party.
EXCEPT IN RELATION TO: (I) COMPENSATION OBLIGATIONS OF ONE OF THE PARTIES, (II) DAMAGES FROM VIOLATION, BY ANY OF THE PARTIES, OF THEIR NON-DISCLOSURE OBLIGATIONS ESTABLISHED IN CLAUSE 7 OF THIS CONTRACT OR (III) DAMAGES FROM VIOLATION, BY ANY OF THE PARTIES, FROM DECLARATIONS OR WARRANTIES ESTABLISHED IN CLAUSE 9 OR SOLUTION ADDENDUMS, (A) IN NO HYPOTHESIS WHATSOEVER ARE ISPORTISTICS OR THE COMPANY RESPONSIBLE FOR ANY INDIRECT, PUNITIVE, ACCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR THIRD PARTIES DUE TO THIS CONTRACT AND SOLUTION ADDENDUMS, BASED ON CONTRACTUAL RESPONSIBILITY OR EXTRACONTRACTUAL RESPONSIBILITY, EVEN IF ISPORTISTICS OR THE COMPANY (OR ITS AGENTS) HAD BEEN ADVERTED TO SUCH POSSIBLE DAMAGES AND (B) THE TOTAL RESPONSIBILITY OF EACH PARTY IN THE AMBIT OF THIS CONTRACT AND SOLUTION ADDENDUM IS LIMITED TO R$250,000 (TWO HUNDRED AND FIFTY THOUSAND REAIS) OR TO THE TOTAL VALUE PAID OR TO BE PAID BY THE COMPANY TO ISPORTISTICS IN THE TWELVE MONTHS PRIOR TO THE INCIDENT WHICH STARTED THE INDEMNITY PLEA, WHICHEVER IS LARGER.
12.1. This Contract is governed by and interpreted in accordance to the laws of Brazil. Any dispute or controversy related to the interpretation or execution of this Agreement, or in any way arising out of or associated with it, and that is not settled amicably between the Parties, shall be settled definitively by Arbitration to be instituted in one of the Arbitration Chambers of São Paulo.
12.2. According to this Agreement, any notice that should be sent to the Company, will be sent through the Platform. Any notice that should be sent to iSPORTiSTiCS, should be sent through the electronic address: email@example.com.
12.3. The failure of either party to enforce the provisions of this Contract at any time or for any period of time, or the failure of either party to exercise any right hereunder, shall not be construed as a waiver of such provision or right and shall not affect the right of that party to enforce such provisions or exercise such rights.
12.4. In the event any provision of this Contract, or any Solution Addendum, is held to be invalid or unenforceable by a final court order, the remainder of this Contract (and each of the other terms and conditions contained herein) shall remain valid and enforceable. The parties shall not be liable for the delay or non-performance of this Contract, or a Solution Addendum, to the extent that such delay or non-performance was caused by occurrences beyond the control of the affected party, including, without limitation, decrees or restrictions of the Government, fortuitous events, strikes, or other disturbances, war or sabotage (each being a “Force Majeure Event”).
12.5. This Agreement and each Solution Addendum may not be ceded, in whole or in part, by one party without the prior written consent of the other party. Certainly, a party may cede this Contract upon simple notice: a) to an Affiliate, or b) in connection with the sale of all or substantial interest or assets. Subject to the foregoing, this Contract and all Solution Addendums shall be binding upon and shall revert to the benefit of each party hereto and its respective successors and assigns.
12.6. The stipulations contained in this Contract or in each Solution Addendum do not establish between the Parties, their agents, employees and contractors, any form of partnership, association, mandate, representation, joint venture, agency, consortium, joint liability and/or subsidiary or any labor relationship and neither party shall have the right to enter into contracts, legally bind, incur in debt, or otherwise assume any liability or obligation on behalf of the other party.
12.7. Each party shall be responsible for the compliance with the obligations attributed to it by tax law with respect to the subject matter of these General Terms and any Solution Addendum.
12.8. Each Party pledges to comply with all applicable anti-corruption laws including, without limitation, the UK Anti-Corruption Act of 2010 and the U.S. Foreign Corrupt Practices Act of 1977, Brazil Anti-Corruption Act No. 12,846/2014, and will refrain from paying or making any offer or promise to make any payment or gift, nor will it authorize any promise to pay or give directly or indirectly any amount or anything of value to any person or company, including, without limitation, employees or anyone who may act on behalf of any government officials or public officials, political party or any of its members, any member of the government, or any candidate for public office, for the purpose of inducing or rewarding any facilitating action in connection with any matter related to this Contract or the business of both parties. The Parties agree to notify the other Party of any potential or actual violation of any of the anti-corruption laws in relation to the Contract or the business of the Parties that come to their knowledge; in addition, they will cooperate in good faith to investigate such violation.
12.9. Each Party agrees that it will not engage in any activity that may present a conflict of interest during the effectiveness of this Contract and commits to report if it discovers the existence of any situation that may be considered a conflict of interest.
POLE POSITION: Autonomous recognition and tracking of pieces, athletes, objects. Pole position allows a “no cameraman” transmission, reducing production costs and allowing distribution teams to better size and monetize their content.
GRAND SLAM: Autonomous capture of statistics and data in real time. Grand Slam helps teams capture data, generating huge savings for leagues and technical committees through more data and better analysis
NO-HITTER: Autonomous tracking and scheduling for video and image collections. It works through artificial intelligence and machine learning to classify and track images, actions and tags in media databases.