Terms

TERMS OF SERVICE

for the use of

“Judo Manager”

1. INTRODUCTORY

1.1. These Terms of Service, together with the Privacy Policy, Fair Use Policy and Data Processing Agreement, constitute a binding Agreement between the Customer (you) and DataStat (us) that governs the use of the Service.

1.2. In case an additional Cover Agreement is concluded between the Customer and DataStat, these Terms of Service, the Privacy Policy, Fair Use Policy, Data Processing Agreement and the Cover Agreement together constitute the Agreement.

1.3. By opening an Account, the Customer provides its consent to be responsible for the respective Users’ use of the Service in accordance with the Agreement. The Customer shall therefore itself comply with the Agreement and shall ensure that each User does the same when using the Service. It is the Customer who is responsible for any breach of the Agreement by a User. Every User must acknowledge he has read these Terms of Service, the Privacy Policy, Fair Use Policy and Data Processing Agreement when first logging-in into the Account and at the first log-in after any of the mentioned documents has changed.

1.4. All personal pronouns used in the Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders.

1.5. DataStat reserves the right to, at any time, revise and update these Terms of Service, the Privacy Policy, Fair Use Policy and Data Processing Agreement. It is the Customer’s responsibility to ensure the Customer and every User is familiar with the updated version of the Agreement. The most recent versions of the Terms of Service, Privacy Policy, Fair Use Policy and Data Processing Agreement can be accessed at www.judomanager.com/terms/ and www.judomanager.com/privacy/. The use of the Service by any User following any amendment to these Terms of Service, the Privacy Policy, Fair Use Policy or Data Processing Agreement constitutes Customer’s acceptance of such amended Agreement.

1.6. These Terms of Service were last updated on: 30.12.2021.

2. DEFINITIONS

In the Agreement, unless the context clearly otherwise requires, the following capitalised terms shall have the following meaning:

3. THE SERVICE

3.1. The Service is designed as a software-as-a-service (SaaS) for managing Competitions and club and association memberships and is owned, operated and maintained by DataStat. The Service is primarily aimed at judo national and regional federations, clubs or other judo organisations as customers.

3.2. The Service contains various features depending on the selected subscription plan. Available subscription plans and their features are listed at www.judomanager.com/pricing/.

3.3. The following subscription plans are currently available:

• “Single Competition Plan”, and
• “Custom Plan”.

3.4. “Single Competition Plan” allows the Customer to use the Service for managing 1 (one) Competition and is valid for the subscription term of 30 days

3.5. “Custom Plan” allows the Customer to use the Service for a subscription term of 365 days under certain customised conditions and with customised features further agreed between the Parties in the Cover Agreement.

3.6. Should the Parties so agree, the Customer’s Subscription may be changed to a different subscription plan already before the expiration of the then valid Subscription Term (“Subscription Plan Change“).

3.7. Each subscription plan includes 2 (two) hours of online on-boarding training on the use of the Service, provided by DataStat’s experts to the Customer’s staff.

3.8.

3.9. The Customer has to order any Add-ons at least 10 (ten) days before the Competition for which they will be used is taking place.

4. OPENING AND CLOSING THE ACCOUNT

4.1. The Customer can open an Account for a new User at [•].

4.2. Any false or misleading information provided when opening an Account may lead to the termination of the Account. Use of a pseudonym or alias of the User is not allowed. Users must be above the age of 18.

4.3. Each Account shall include User’s username and password, which shall both be selected by the Customer. User can change the password.

4.4. In case of a terminated or suspended Account, the Customer will not be allowed to open a new Account for the same User.

4.5. The Customer can close an individual Account. DataStat will store all data associated with a closed Account for 12 months after the closing of the Account, at which point it will be deleted.

4.6. DataStat reserves the right to terminate or suspend an Account if the Customer is deemed in violation of the Agreement. DataStat shall not be held liable to the Customer, the User or any third party in case of termination or suspension of an Account.

4.7. Following the termination or expiration of the Subscription, DataStat may immediately deactivate all associated Accounts. During the 30-day period following the termination or expiration of the Subscription, DataStat will grant Users access to the Service for the sole purpose of retrieving any Customer Data. Within a reasonable time thereafter, DataStat will delete the Accounts and the Customer Data.

5. USE OF THE SERVIC

5.1. The Customer is granted a non-transferable, non-exclusive right to use the Service. The Users use the Service on behalf of the Customer. All Accounts are created on behalf of the Customer and belong to the Customer. The Customer can freely choose for which Users it wants to open Accounts and under what conditions.

5.2. Access to the Service is available at [•]. A User must submit a valid and accurate username and password, which in combination will allow him to access the Service.

5.3. Within the Service, each User can access the sub-page titled “Knowledge Base” that includes manuals and other useful tips and information for use of the Service (“Knowledge Base“). DataStat will keep the Knowledge Base regularly updated.

5.4. The Customer is responsible that each User uses the Service in accordance with the Agreement. A User’s use of the Service contrary to the Agreement constitutes Customer’s violation of the Agreement.

5.5. It is the Customer’s responsibility that each User observes the confidentiality of his login information and does not disclose it to any third party and that he otherwise takes reasonable action to secure and protect his Account. The Customer is therefore liable for any damages or loss caused by User’s intentional or unintentional disclosure of login details to third parties, or where User’s login information has been obtained by third parties by any means and used for any purposes.

5.6. The Service shall only be used for lawful purposes and shall not be used in any way that constitutes an illegal action or promotes illegal activities, violence and intolerance. The Service shall not be used for uploading, storing or distribution of unsolicited, fraudulent, misleading, illegal, abusive, offensive, sexually explicit, or otherwise harmful or illegal content. It is the Customer’s obligation to ensure that any uploaded Customer Data does not violate the Agreement and any laws. DataStat has no duty to monitor any uploaded Customer Data.

5.7. By uploading or otherwise making available any Customer Data using the Service, the Customer and each User agree:

• to allow other users of the Service and Service web-page visitors to view such Customer Data;
• to allow DataStat to store, and in cases of Customer Data uploaded to sections of the Service available to other users or public, display Customer Data; and
• that DataStat can, at its discretion, at any time, review Customer Data submitted to the Service.

5.8. DataStat reserves the right to remove or edit any Customer Data, if it determines, in its sole discretion, that such Customer Data violates the Agreement or any law or regulation.

5.9. The use of the Service is also subject to the Fair Use Policy that aims to ensure that use of the Service by some users does not negatively and unfairly impact the rest.

5.10. The Customer and/or any User shall not make the Service available to, or use the Service for the benefit of, anyone other than the Customer or any club or association who is a member of the Customer.

5.11. In cases where the Customer opens an Account for a User who is an officer, employee, member, coach, support staff, or affiliate of a club or an association that is a member of the Customer, the Customer may charge such club or association a fee which it may determine at its own discretion.

5.12. The Customer and/or any User shall not – except if explicitly so allowed under the Agreement – sell, resell, license, sublicense, distribute, make available, duplicate, rent or lease the Service, or use the Service for timesharing or service bureau purposes or otherwise for the benefit of any third party, or otherwise commercially exploit the Service and the Trademarks without DataStat’s express written consent. The Customer and/or any User shall not attempt to reverse engineer the Service or the Software, attempt to gain unauthorised access to the Service or the Software, including but not limited to networks on which the Software is stored and to any related systems. The Customer and/or any User shall not change, modify, access or use the source code of the Software.

5.13. The Customer and/or any User shall not use the Service to store, distribute, or otherwise engage with data containing viruses, worms, Trojan horse, or any other kind of materials that may damage or impair the Service or any third party.

5.14. DataStat may immediately, and at its own discretion, prohibit the Customer or any specific User from using the Service if it believes any violation of the Agreement or any law has taken place.

5.15. Any faults or suspected faults of the Service shall be reported to [email protected] and shall include information about the type of fault and the Customer’s and User’s contact information.

5.16. If the Customer or User has reasons to suspect any violations of anyone’s rights under the Agreement, it/he shall contact DataStat at [email protected] and inform DataStat of concerns, providing factual and relevant information.

5.17. Access to the Service might be limited at times due to updates, changes to the Service or other system upgrades. DataStat may continue to provide the Service using a new or modified version of the Software.

5.18. DataStat reserves the right to refuse access to the Service to anyone at any time, provided DataStat reasonably believes the Agreement or any law is breached or that interests of other users or third parties may be harmed.

5.19. DataStat may, but is not anyhow obliged to, have backup facilities and make any backups of Customer Data or to carry out any data conversion. The Service does not include a back-up service for any content locally stored by the Customer/User (e.g. video of the competition stored locally with the User before being uploaded to the Service).

5.20. DataStat reserves the right to determine, in its sole judgment, the rightful Account ownership, and if deemed necessary, transfer an Account to the rightful Customer/User.

6. THE SUPPORT PLAN

6.1. The following support plan (“Support Plan“) is provided by DataStat to the Customer regardless of the Customer’s Subscription Plan:

• every day from 08:00 until 16:00 CET for critical (Priority 1) errors (i.e. operation of the Service is critically affected, such as not responding to crucial requests), with start of resolution within 1 (one) hour from the receipt of a support ticket;
• every Business Day from 08:00 until 16:00 CET for non-critical (Priority 2) errors (i.e. the Service is responding and functional but performance is degraded), with start of resolution within 48 hours or on the first coming Business Day (whichever is later), from the receipt of a support ticket.

6.2. As a standard part of the Support Plan for “Custom Plan” subscription only, the Customer may contact DataStat every Business Day from 08:00 until 16:00 CET with questions about the Service, requests for help with the Service setup, and similar. DataStat’s target response time is 48 hours or on the first coming Business Day (whichever is later) from the receipt of the support ticket. If the Customer is on a “Single Competition Plan” subscription, it may order this service as an Add-on; such Add-on is called “Additional Support”.

6.3. The Customer shall at the time of the conclusion of the Agreement nominate up to 5 (five) officers, employees, members, coaches, support staff, or other affiliates as its contact persons with regard to the Service (“Customer’s Contact Persons“) and inform DataStat about such Customer’s Contact Persons’ names and contact details. The Customer shall notify DataStat of any change to the Customer’s Contact Persons and their contact details in 10 (ten) days from any such change taking place. The Customer shall send all support tickets (reports of errors or abnormal behaviour of the Service and requests for DataStat’s assistance) to [email protected]. A User cannot directly contact DataStat but shall do so indirectly through any of the Customer’s Contact Persons unless he is himself one of the Customer’s Contact Persons. The Customer shall provide information and cooperate as reasonably required by DataStat in order to provide help in resolving the issue.

6.4. In Clauses 6.1. and 6.2. above indicated DataStat’s response times are not guaranteed and may vary depending on support staff availability and volume of support tickets at the time.

6.5. Regardless of the Subscription Plan, the Support Plan can be individually adjusted and broadened to the Customer’s specific needs, subject to additional fee to be individually agreed between the Parties.

7. RESTRICTIONS AND RESPONSIBILITIES OF THE CUSTOMER

7.1. Neither the Customer nor any User shall, unless explicitly so provided in the Agreement, directly or indirectly (or enable or permit any third party to): (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the Service in a manner that allows anyone to access or use the Service without a Subscription, or to commercially exploit the Service; (b) use the Service to provide, or incorporate the Service into, any product or service provided to a third party; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or the Software; (e) copy, translate, modify or create any derivative work of / based on the Service or the Software; (f) remove or obscure any proprietary or other notices contained in the Service; (g) publicly disseminate performance information regarding the Service; (h) store or upload infringing, inappropriate or unlawful material, including material violative of third-party privacy or intellectual property rights and/or in violation of applicable laws; (i) use the Service in a manner that interferes with or disrupts the integrity or performance of the Service or the Customer Data; (j) gain unauthorised access to the Service (including unauthorised features and Add-ons) or its related systems or network; or (k) disable or bypass the measures that DataStat may use to prevent or restrict access to the Service.

7.2. The Customer accepts all responsibility for the Customer Data, including any Personal Data. The Customer shall have sole responsibility for the accuracy, content, quality, security, integrity, legality, reliability, appropriateness, and intellectual property rights in all Customer Data. The Customer is solely responsible for ensuring that any processing of Customer Data by DataStat, Users and the Customer within the Service is in compliance with all applicable laws and in accordance with the Data Processing Agreement.

7.3. The Customer and Users shall not process within or submit to the Service any Personal Data that includes any “sensitive personal data” as defined under the GDPR or data of similar nature as regulated by the applicable data privacy laws.

7.4. The Customer represents and warrants that the Customer or respective Users have all necessary rights, consents and permissions to collect, share and use Customer Data as contemplated in the Agreement, without violation or infringement of any third-party intellectual property, publicity, privacy rights or any laws and regulations.

8. OTHER DATASTAT’S RIGHTS AND OBLIGATIONS

8.1. DataStat shall use commercially reasonable efforts to provide the Service in a manner which minimises errors and interruptions of the Service and shall perform the Service in a professional and workmanlike manner.

8.2. The frequency of provision of updates to the Service is in DataStat’s sole discretion. DataStat has no obligation to maintain, change or add features or functionalities of the Service at the request of the Customer or without.

8.3. DataStat may use the services of subcontractors and permit them to exercise the rights granted to DataStat under the Agreement in order to provide the Service. DataStat remains responsible for compliance of any such subcontractor with the terms of the Agreement.

8.4. DataStat shall maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data at least as rigorous as the measures standard in the industry. DataStat will implement and maintain commercially reasonable security measures designed to meet the following objectives: (i) ensure the security and (where applicable) confidentiality of Customer Data in the custody and under control of DataStat; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; (iii) protect against unauthorised access to or use of Customer Data; and (iv) ensure that DataStat’s return or disposal of Customer Data is performed in a manner consistent with DataStat’s obligations under the Agreement and applicable law.

8.5. DataStat may process service analytics of the Service for internal business purposes in order to deliver, enhance, secure and support the Service.

8.6. DataStat may monitor Users’ activity logs, audit track and similar records of action, however it is not required to do so.

8.7. DataStat may send the Customer and Users email surveys in relation to the Service and occasional information about the Service and other products and services offered by DataStat. The Customer and Users may opt out of receiving such emails at any time.

8.8. DataStat may show advertisements within the Service or let third parties directly show advertisements within the Service.

8.9. Although DataStat has no obligation to monitor Customer’s use of the Service, DataStat may do so and Customer hereby authorises DataStat to do so.

8.10. DataStat may alter or discontinue the Service as a whole or any part at any time. In these cases DataStat shall try to provide at least 30 days’ notice to the Customer prior to any such changes taking effect, but has no obligation to do so. DataStat shall not be anyhow liable if such changes to the Service occur, other than for repayment of any Service Fees already received for the period following the discontinuation of the Service.

9. FEES, TAXES, BILLING

9.1. Information regarding the Fees for the Service is available at www.judomanager.com/pricing. Subscription Fee for “Custom Plan” is subject to an individual Cover Agreement between DataStat and the Customer.

9.2. DataStat reserves the right to give the Customer discounts on the published fees at its own discretion.

9.3. Annual Subscription Fee for “Custom Plan” is payable in 4 (four) instalments, each due at the beginning of a calendar quarter, whereby any variable component of the Subscription Fee (such as fee for each athlete entry for a Competition) shall be calculated and charged in the upcoming calendar quarter for the previous calendar quarter.

9.4. Subscription Fee for “Single Competition Plan” is charged and payable as following: 100 EUR shall be paid by the Customer before the creation of the first Account, whereby this amount is then credited against the final amount of the Subscription Fee calculated on the basis of the number of participating competitors at the Competition. Should the number of competitors at the Competition not exceed 25, 100 EUR is considered the total Subscription Fee and DataStat is not obliged to return any difference to the Customer.

9.5. In case of the Subscription Plan Change, the Subscription Fee for the new Subscription Plan shall be applied from the first day of the Subscription Term under the new Subscription Plan. Any Subscription Fee already paid for the previous Subscription Plan for the period that extends beyond the first day of the Subscription Term under the new Subscription Plan shall be credited against the Subscription Fee payable under the new Subscription Plan.

9.6. DataStat reserves the right to amend its pricing at any time, should this be required due to increased prices of third-party service providers, rate of inflation, general increases of salaries in the IT industry and similar. Such changes do not affect current Subscriptions for the time of the ongoing Subscription Term and can only apply from the start of the next Subscription Term if published at least 60 days prior to the start of the next Subscription Term. If published within 60 days of the start of the next Subscription Term, the amended fees can only apply starting with the start of the second following Subscription Term.

9.7. Fees include all costs of third-party services that DataStat is utilising in providing the Service.

9.8. Subscription Fee is non-refundable unless as otherwise provided in these Terms of Service.

9.9. In addition to the Subscription Fee, DataStat charges the Customer other fees and charges as posted at www.judomanager.com/pricing or as noted elsewhere in the Agreement (“Other Fees“).

9.10. The Customer shall pay or refund DataStat any reasonable and actual out-of-pocket expenses incurred by DataStat in connection with provision of the Support Plan and Add-ons, such as travel-connected costs, lodging, meals and similar in case assistance at the the Customer’s or User’s location is required. DataStat shall provide the Customer, upon its request, invoices for any such expenses and shall, where possible, seek the Customer’s pre-approval of such expenses before incurred.

9.11. Any additional Software development, which is custom to the Customer and not already part of the Service (e.g. for Customer’s special requirements) shall be charged on the basis of a separate offer, for an additional fee, as agreed between Parties at such time.

9.12. All Fees are listed in EUR (euros) and shall be paid in EUR. Fees shall be paid by the date and by means noted on the invoice.

9.13. All Fees are posted exclusive of any taxes (e.g. VAT), levies, or duties (together “Taxes“), and the Customer shall be responsible for payment of all Taxes due, regardless of whether DataStat already itself adds any such Taxes to the invoice or not. DataStat reserves the right to determine the Taxes based on the Customer’s address or other information provided by the Customer on the location of use of the Service. Nevertheless, the Customer shall remain ultimately responsible for any Taxes, penalties or interest that might apply. If the Customer is required by any law or any authority to deduct or withhold any portion of a Fees payment, the Customer shall accordingly increase the sum paid to DataStat by an amount so deducted or withheld.

9.14. DataStat will issue to the Customer an invoice for any Other Fees in 30 days from the time the event/service that gave rise to any Other Fees took place / was completed, or at any other time(s) it deems appropriate, if such services are ongoing.

9.15. Without prejudice to Clause 15.4. below, in case the Customer is late with payment of any Fees, DataStat may suspend all Accounts associated with the Customer until the payments are made in full and may charge the Customer late payment interest at the late payment (default) interest rate applicable under Slovenian law. The Customer shall also bear all collection costs.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. No rights or licenses are granted to the Customer or Users except as expressly set forth in the Agreement. DataStat grants the Customer a non-exclusive, non-sub-licensable and non-transferable right to use the Service in the country of its incorporation; the use as described in Clause 5.11. above is hereby expressly permitted. The Service, Software and any associated documentation and information remain the sole and exclusive property of DataStat and DataStat’s third party licensors, subject only to intellectual property rights of such third parties in portions of the Software and the rights granted to the Customer in this Agreement. The Customer is not authorised to use (and shall not permit any third party to use) them except as expressly authorised by the Agreement.

10.2. DataStat claims no intellectual property rights over the Customer Data. The Customer hereby acknowledges to maintain all copyright notices and restrictions which apply to any Customer Data. DataStat has the right to remove from the Service without warning any Customer Data that is in violation of copyright laws or illegal.

10.3. The Customer grants DataStat a right to use the names, trademarks, service marks and logos associated with the Customer, as well as the names, trademarks, service marks and logos of the Competitions it is organising, for marketing purposes to promote the Service and DataStat.

10.4. “Judo Manager” name and logo and all associated brand assets are a trademark of DataStat and their use without the prior written consent of DataStat is forbidden.

10.5. By submitting Customer Data through the Service, the Customer (or the User, if applicable) grants DataStat a worldwide, royalty-free and non-exclusive right to use, copy, store, modify, transmit, distribute, show, stream, create derivative works of and display such Customer Data as part of the Service, including, without limitation, through third party websites, email, APIs and other media channels and formats.

10.6. The Customer acknowledges and agrees that certain open-source software libraries, components and utilities, and other third-party software not owned or developed by DataStat are embedded in the Software. The publicly available open-source license terms governing such open-source software shall take precedence over the Agreement to the extent that the Agreement imposes greater restrictions on the Customer. The Customer hereby acknowledges that DataStat disclaims and makes no representation or warranty with respect to the open-source software, or any portion thereof, and notwithstanding anything contained to the contrary herein assumes no liability for any claim that may arise with respect to such open-source software or the Customer’s or User’s use or inability to use the same.

10.7. DataStat shall be free to use, irrevocably, in perpetuity, for free and for any purpose, all suggestions, ideas and/or feedback relating to the Service provided to or by the Customer and Users.

11. LIMITATION OF LIABILITY AND DISCLAIMERS OF WARRANTIES

11.1. DataStat does not guarantee for the quality of the Service. The Service is provided “as-is”. DataStat gives no warranty that the Service will be uninterrupted, error free, secure, timely or virus free. DataStat makes no warranty as to the results that may be obtained from use of the Service. DataStat disclaims all warranties of any type, express or implied, statutory or otherwise, including, but not limited to, warranties of merchantability, title, fitness for a particular purpose and noninfringement and all such warranties are hereby excluded to the fullest extent permitted by law. The use of the Service is at the Customer’s and Users’ sole risk.

11.2. DataStat holds no responsibility for the organisation, legality, and safety of Competitions and activities provided through the Service. DataStat is not responsible for checking the accuracy and completeness of Customer Data and any data generated through the Service.

11.3. DataStat or its suppliers shall not, in any event, be liable to the Customer, any User or any third party for any direct, incidental, special, indirect, consequential, punitive or exemplary damages (or other compensation or reimbursement), including but not limited to lost profits, expenses, costs, good will, loss of business opportunity, business interruption, investments, commitments, loss of data (including Customer Data) and for costs of procurement of substitute goods or services, arising from or related to the Service.

11.4. It is at the Customer’s and User’s own discretion and risk to download materials from the Service and DataStat shall not be liable for any damages to devices resulting from downloads or the use of the Service.

11.5. DataStat shall be liable for any unauthorised access to the Customer Data by third parties only to the extent resulting from DataStat’s failure to adhere to the requirements set out by applicable law.

11.6. The aggregate and cumulative total liability of DataStat and/or its suppliers for all damages, including for any indirect damages, under or in connection with the Agreement, shall, for all damages that resulted from DataStat’s or its suppliers acts or omissions in a given Subscription Term, in no event exceed the amount of Subscription Fees paid by the Customer for the Subscription in the Subscription Term in which the alleged event that gave rise to the claim took place.

• Experimental and pre-release software may be offered for trial use at “Judo Manager” website. Any such software shall be clearly designated as experimental and pre-release software. Any such software is made available to the Customer for its voluntary use on an “as is” and “as available” basis and in particular without any warranties whatsoever. Use of any such software is at the Customer’s and/or Users’ own and sole risk and DataStat and its suppliers shall not anyhow be liable to anyone for any damage resulting from its use.

11.8. The Customer and Users acknowledge that the limitations of liability and damages set forth in this Clause 11. reflect the allocation of risk between DataStat, the Customer, Users and any of their associates with respect to the Agreement and the Service and that DataStat would not have entered into the Agreement and provide the Service without the disclaimers of warranty and limitations of both liability and damages set forth in the Agreement.

12. INDEMNIFICATION

12.1. The Customer hereby agrees to defend, indemnify and hold harmless DataStat and any DataStat’s directors, shareholders, employees and contractors against any damages, losses, costs, liabilities, claims, settlements and expenses (including, without limitation, court costs and attorneys’ fees) that they may be subjected to in connection with the Customer’s use (i.e. any User’s use) of the Service, breach of the Agreement or arising from or in connection with any claim alleging that DataStat’s use of Customer Data infringes a copyright, trademark, trade secret or breaches privacy or publicity right of a third party.

12.2. DataStat shall defend the Customer from and against any claim by a third party alleging that the Service when used as authorised under the Agreement infringes any trademark or copyright of such third party, enforceable in the jurisdiction of the Customer’s use of the Service, or misappropriates a trade secret (but only to the extent that such misappropriation is not a result of the Customer’s actions) and shall indemnify and hold harmless the Customer from and against any damages and costs awarded against the Customer by a court of competent jurisdiction or agreed in settlement by DataStat (including reasonable attorneys’ fees) resulting from such claim. DataStat will have no obligation and assumes no liability under this Clause 12.2. or otherwise with respect to any claim based on: (a) if the Service is modified by any party other than DataStat, but solely to the extent the alleged infringement is caused by such modification; (b) if the Service is combined, operated or used with any Customer Data or the Customer, User or third party products, services, hardware, data, content, or business processes not provided by DataStat where there would be no such claim but for such combination; (c) any action arising as a result of Customer Data or any third-party deliverables or components contained within the Service; (d) if the Customer settles or makes any admissions with respect to a claim without DataStat’s prior written consent; or (e) any use provided on a no-charge or evaluation/pre-release/trial basis. This Clause 12.2. sets forth DataStat’s and its suppliers’ sole liability and the Customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement.

12.3. If the Customer’s use of the Service is – or in DataStat’s opinion is likely to be – enjoined, if required by settlement, or if DataStat determines such actions are reasonably necessary to avoid material liability, DataStat may, at its option: (a) procure for the Customer the right to use the Service in accordance with this Agreement; (b) replace or modify the Service to make it non-infringing; or (c) terminate the Customer’s right to use the Service, and upon the Customer’s certification of deletion of the Software (if any) refund prorated pre-paid Subscription Fees for the remainder of the respective Subscription Term.

12.4. Each Party’s indemnification obligations are conditioned on the indemnified Party: (i) promptly giving written notice of the claim to the indemnifying Party; (ii) giving the indemnifying Party sole control of the defence and settlement of the claim; and (iii) providing to the indemnifying Party all available information and assistance in connection with the claim, at the indemnifying Party’s request and expense. The indemnified Party may participate in the defence of the claim, at the indemnified Party’s sole expense (not subject to reimbursement). Neither Party may admit liability or consent to any judgment or concede or settle or compromise any claim unless such admission, concession, settlement, or compromise includes a full and unconditional release of the other Party from all liabilities in respect of such claim.

13. CONFIDENTIALITY

13.1. Each Party (“Receiving Party“) understands that the other party (“Disclosing Party“) has or may disclose business, technical, financial, software and other sensitive information relating to the Service, Software or the Party obtained or received by the Receiving Party as a result of entering into or negotiating the Agreement, provided that information is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to its nature and the circumstances surrounding the disclosure (“Confidential Information“).

13.2. Confidential Information of DataStat includes, among other, non-public information regarding features, functionality, performance and pricing of the Service (and any content of the Cover Agreement).

13.3. The Receiving Party agrees (except as expressly authorised herein): (i) to take reasonable precautions to protect Confidential Information, (ii) not to disclose to any third party any Confidential Information, and (iii) not to use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement.

13.4. Confidential Information does not include any information that the Receiving Party can document:

• is generally available to the public through no fault of the Receiving Party;
• was rightfully in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party;
• was rightfully disclosed to the Receiving Party by a third party;
• was independently developed by the Receiving Party without use of any Confidential Information; or
• is required to be disclosed by law.

13.5. The Receiving Party may disclose Confidential Information to its employees, managers, officers, advisors, agents and contractors having a legitimate need to know, provided that such persons are bound to confidentiality obligations no less protective of Confidential Information and Disclosing Party than this Clause 13. and that the Receiving Party remains responsible for compliance by any such person with the terms of this Clause 13.

13.6. The Receiving Party may make disclosures to the extent required by law or order of any court or administrative body having jurisdiction over the Receiving Party, provided the Receiving Party notifies the Disclosing Party in advance of such disclosure and cooperates in any effort to obtain confidential treatment.

14. PERSONAL DATA PROCESSING

14.1. DataStat collects and processes Personal Data for the provision of the Service. For more information about the Personal Data that is being processed, the legal basis for processing, the timescales and data subjects’ rights, on data protection, sub-processing, and other privacy related issues, please see the Privacy Policy and the Data Processing Agreement at www.judomanager.com/privacy/.

14.2. The Customer hereby acknowledges, agrees and warrants under civil liability to DataStat, that prior to any and every use of the Service:

• the Customer and the respective User have read and agree to the provisions of the Data Processing Agreement under which the Customer is acting as a data controller with regards to any and all Personal Data that is being processed on its behalf by DataStat and its partners in the provision of the Service (or in the event that the Customer is in fact not the controller of the Personal Data that it is using or wishes to use in connection with the Service, the Customer hereby expressly warrants and represent to DataStat the existence of the necessary legal grounds and/or required consent(s) for the legal processing of the relevant Personal Data by DataStat in connection with the provision of the Service, and that it has acquired all necessary authorisations from the actual controller of such Personal Data);
• the Customer has set-up the necessary legal means of obtaining the Users’ and/or relevant Members’ (or other data subjects’) consent or acquiring and recording other valid legal grounds for processing any and all Personal Data in connection with the provision of the Service (e.g. on its / third party website / landing site or any other online or offline data input form, where such Users and/or Members (or other data subjects’) were asked to consensually and in an informed manner offer their Personal Data for processing in connection with the Service) and has explicitly offered the necessary information that it is required to legally give as a controller to each and every data subject with respect to any and all applicable data privacy laws prior to obtaining and transmitting their Personal Data to DataStat, which must include but is not limited to setting-up or amending its privacy policy or data processing information so that it includes the relevant information with regards to the data processing activities that relate to the Customer’s use of the Service (e.g. adding the additional processing information that relates to the Customer’s use of the Service and listing DataStat as a processor of Personal Data, etc.);
• has observed and implemented all other mandatory precautions and steps so that any and all Personal Data that is being processed in connection with the provision of the Service has been legally obtained by the Customer (or by an authorised third party) as the controller of Personal Data, so that it may be legally submitted to DataStat as per the provisions of these Terms of Service, the Data Processing Agreement and all applicable legislation.

14.3. DataStat may from time to time publish “best-practices”, guides, templates as well as other information that might aid the Customer in meeting its data processing compliance obligations on its website or elsewhere. The Customer hereby acknowledges and agrees, that such materials are purely speculative and are in no way intended to be understood or used as legal or other material advice, and that DataStat makes no representation or warranty with regards to such materials and information, and that no attorney-client relationship is created should the Customer choose to use or act on such materials and information. The Customer hereby acknowledges and agrees that DataStat shall not be held liable by the Customer, any User or any third party with regards to the use of such materials or information.

• Any breach of the data processing provisions of these Terms of Service , the Data Processing Agreement or other data processing obligations on the side of the Customer shall also be deemed as a material breach of the provisions of the Agreement.

15. TERM AND TERMINATION

15.1. The Agreement (and hence the Subscription) is always concluded for a respective Subscription Term.

15.2. In case of concluded “Custom Plan” subscription, the Agreement and the Subscription will automatically renew for an additional 365 days Subscription Term at each expiry of the then current Subscription Term unless the Customer by 30 days prior to the expiry of the then current Subscription Term, notifies DataStat at [email protected] and [email protected] (with email subject line: “Account cancellation”) that it does not want to continue with the Subscription following the expiry of the then current Subscription Term; in such case the Subscription and the Agreement automatically terminate at the expiry of the then current Subscription Term.

15.3. Either Party may terminate the Agreement early for no cause, with a 6-month notice period, by sending an email to this effect to the other Party’s responsible person, nominated in the Cover Agreement or its director or operational head (“Responsible Person“), with email subject line: “Account cancellation”.

15.4. Either Party may terminate the Agreement with immediate effect if the other Party is in a material breach of its obligations under the Agreement, provided the aggrieved Party has previously issued (i.e. sent by email to the breaching Party’s Responsible Person) a written request to cure the breach in 14 days from the date the request is sent. In such request, the aggravated Party shall provide reasonable details of the material breach. For avoidance of doubt, the delay in payment of any Fee that is longer than 30 days constitutes a material breach of the Agreement. Either Party may also terminate the Agreement with immediate effect by way of sending an email to this effect to the other Party’s Responsible Person in the event such other Party becomes a subject of a bankruptcy proceeding or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (provided such proceeding is not dismissed within 60 days thereafter).

15.5. In case of any email that in accordance with these Terms of Service shall be addressed to DataStat’s Responsible Person, such email shall be sent to both [email protected] and [email protected].

15.6. Upon expiration or termination of the Agreement for any reason: (i) all rights granted to the Customer under the Agreement and DataStat’s obligation to provide the Service shall terminate (including any and all rights and obligations related to the Software), and (ii) any payment obligations accrued pursuant to the Agreement, as well as all DataStat’s proprietary rights, disclaimers of warranties, limitations of liability, indemnities and other provisions for the benefit of DataStat shall survive such expiration or termination. Any confidentiality obligations of the Parties under the Agreement shall survive for 5 (five) years from the date of expiration or termination of the Agreement.

15.7. In the event of DataStat’s for cause termination in accordance with Clause 15.4., the Customer shall not be entitled to any refund or relief from payment of any Fees paid or payable to DataStat. In other cases of termination, the Customer is entitled to a prorated refund of prepaid Subscription Fees for the period from the last day of the Subscription to the last day of the calendar quarter for which it prepaid the Subscription Fee.

16. FINAL PROVISIONS

16.1. Rights not expressly stated in the Agreement are reserved by DataStat.

16.2. In no event shall DataStat be responsible or liable for any failure or delay in performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces reasonably beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, human-caused or natural catastrophes, epidemics or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services, networks, cyber-attacks and similar; it being understood that DataStat shall use reasonable efforts which are consistent with accepted practices in the IT industry to resume performance as soon as practicable under the circumstances.

16.3. If any provision of the Agreement is held by a competent court or other competent authority to be invalid, void or unenforceable, the remainder of the provisions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic and legal substance of the Agreement is not affected in any manner materially adverse to either Party. Upon such determination, the Parties shall negotiate in good faith to modify the Agreement so as to affect their original intent as closely as possible in order that the dealings contemplated by the Agreement be implemented as originally contemplated to the fullest extent possible.

16.4. The Agreement supersedes any prior oral or written agreements and/or negotiations between the Parties.

16.5. The Customer may only assign or transfer any of its rights, claims, obligations, liabilities or contractual positions under the Agreement, in whole or in part, to a third party, with prior written consent of DataStat. DataStat may assign any of its rights, claims, obligations, liabilities or contractual positions under the Agreement, in whole or in part, to any its affiliate or third party that is able to satisfy DataStat’s obligations under the Agreement, provided that the assignee has agreed to be bound by all of the terms of the Agreement.

16.6. Any of the terms or conditions of the Agreement may be waived at any time by the Party entitled to the benefit thereof, but only by a statement in writing and signed by the Party waiving such terms or conditions. Omission of enforcement of rights, claims or a breach of any provision under the Agreement by a Party shall not be considered as a waiver of its rights or claims under the Agreement. If a Party waives one of its rights or claims under the Agreement, it shall not be considered as waiving any other right or claim that has not been specifically waived.

16.7. The Agreement shall be construed in accordance with, and governed by, the laws of Slovenia, without regard to conflict of law rules of any jurisdiction.

16.8. Any dispute, controversy or claim arising out of or in connection with the Agreement, including the breach, termination or validity thereof, shall be settled by the competent court in Ljubljana, Slovenia.