Terms & Conditions
The following Player Maker Service Terms and Conditions (“Agreement”) are hereby incorporated by reference into the Order (as defined below) entered into between you (a Customer, as defined below) and Motionize Israel Ltd. (“Player Maker”, “we”, “our” or “us”) and govern your access to, and use of: (i) the Player Maker software-as-a-service platform and related documentation, and features, as well as any fixes, updates or upgrades thereto (“Software”); (ii) the Player Maker mobile software application (“App”); (iii) the Player Maker sensors and any related equipment provided to you by Player Maker (“Device”), ((i) - (iii) hereinafter referred to as the “Services”). Player Maker provides the Services to individuals, organizations and entities (“Customers”) who place an order with Player Maker for Services targeted with respect to all players in a team (each individual, a “Team Member”) owned, controlled or operated by the Customer (each, a “Team”). By accessing and/or using Player Maker’s Services or any part thereof, you expressly acknowledge and agree that you have understood and shall comply with, and be legally bound by, this Agreement. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not accept this Agreement, sign in, access or use the Services or any part thereof.
1 Ability to accept
By accessing and/or using the Software and/or the App, you affirm that you are over 18 years of age and authorized to agree and accept this Agreement on behalf of the Customer entity you represent and in relation to the Team and Team Members of any age.
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2 Orders
You may order Services by completing, executing and submitting to Player Maker an ordering document, executed by you in the form provided to you by Player Maker (“Order”). Each Order will set forth the type and description of the Services being ordered and the applicable fees payable for such Services. Orders shall become binding upon their written acceptance by Player Maker. In the event of a conflict between the terms of this Agreement and an Order, the terms of this Agreement shall prevail unless explicitly stated otherwise in the applicable Order. Player Maker shall not be responsible for providing any service or product not described in the applicable Order.
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3 Scope of services
Following your receipt of the Device, you shall be entitled to use the Services during the Term (as defined below), subject to the terms and conditions of this Agreement. Player Maker shall provide the Services, subject to this Agreement, and in accordance with the information, parameters and criteria, set forth in your Order (if applicable) and this Agreement.
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4 Right to Use
Upon receipt of the full purchase price as set out in the Order, Player Maker sells the Device to you and all title and risk shall be transferred at such time. Subject to the terms and conditions of this Agreement and payment of any applicable fees, Player Maker grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable right to: access and use the Software and the App (and the data included therein), and to allow your Permitted Users to access and use the Software and the App (and the data included therein), on a device which the applicable Permitted User (i.e., you or the Family User) owns or controls, for internal purposes, in accordance with any applicable use restrictions set forth herein. “Permitted Users” shall mean (i) Team Members; (ii) members of the Team’s professional staff (such as coaches and advisors) authorized by the Customer to use the Services (“Staff Users”); and (iii) family member(s) of Team Members, authorized by the Customer to use the Services, (“Family Users”). To allow your Team Member to use the Device in accordance with our instructions, in accordance with any applicable use restrictions set forth herein. You hereby agree and acknowledge that Player Maker may provide different versions of the Software and/or the App to your Staff Users and to Family Users, which may contain different features and functionalities, based on the Permitted User type, and in accordance with our available service offerings and the permissions granted by you to us with respect to the Permitted Users (“Data Access Permissions”). The license shall continue from the date in which you create an Account until the license is terminated in accordance with Section 19 (“Term and Termination”).
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5 Account
In order to use the Software and the App, you must create an Account on the Software and/or the App in connection with your use of the Software and the App (“Customer Account”). You hereby agree: (a) to provide accurate and complete information about yourself; (b) not to allow anyone other than yourself to access or use your Customer Account, not to create a Customer Account for any third party, not to allow anyone other than yourself to access your Customer Account and not to use the account of any third party without their permission; (c) to provide accurate and complete Customer Account and login information; (d) to keep your Customer Account password secure; and (e) to notify Player Maker immediately of any breach of security or unauthorized use of your Customer Account. You shall remain solely responsible and liable for the activity that occurs in connection with your Customer Account. In order to use the Software and the App, each of your Permitted Users must create an account (“User Account”). You hereby agree to remain responsible and liable for the activity that occurs in connection with your Permitted Users’ User Accounts and to ensure that your Permitted Users comply with the obligations set forth in Section 5.1 above in connection with their User Account (with applicable changes).
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6 Reports
The Software and the App allow you to access results, information and reports obtained from and created in connection with the physical training and sports-related monitoring and analysis provided via the Services (“Reports”). The Reports may include, without limitation: For Customers, data and statistics regarding the individual and collective training of the Customer’s Team Members and comparisons between Team Members. For Family Users, data and statistics regarding the individual training of the Family User’s Team Member and his/her achievements and progress in relation to other players in the Team. For Team Members, data and statistics regarding their individual training and his/her achievements and progress in relation to other players in the Team.
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7 Restrictions and Usage Rights
You shall not, and shall not allow your Permitted Users or any third party to: (a) copy, distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Services or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Services or any part thereof; (c) remove or distort any proprietary notices, labels or legends on or in the Services; (d) use any automated means to access or use the Services, nor circumvent or disable any security or technological features of the Services; (e) use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Services, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive; (f) use the Services to design or develop any competing product or service that competes with the Services; (g) use the Services for any unlawful or fraudulent purpose, to breach this Agreement, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; (h) take any action that imposes or may impose, as determined in Player Maker’s sole discretion, a disproportionately large load of incoming requests on the Services infrastructure; (i) violate or abuse password protections governing access to the Software and/or the App; (j) use or direct the Services to interact with IPs or devices for which you are not expressly authorized to do so; (k) violate or abuse password protections governing access to the Software and/or the App; (l) use or direct the Services to interact with IPs or devices for which you are not expressly authorized to do so; or (m) use the Services directly or indirectly to initiate, propagate, participate, direct or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device. If you are downloading the App from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules”). We specifically refer to the Usage Rules of certain Distributors below in Section 8 (“Distributor Requirements and Usage Rules”), but other Usage Rules may be applicable depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.
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8 Distributor Requirements and Usage Rules
If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement: You acknowledge and agree that: this Agreement is concluded between Player Maker and you only, and not with Apple, and Player Maker and its licensors, and not Apple, are solely responsible for the App and the content thereof. your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement. the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS; Player Maker is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; Player Maker is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Player Maker's sole responsibility; Player Maker, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the App’s use of HealthKit and HomeKit frameworks; in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints, or claims regarding the App, please contact Player Maker at: Email: info@playermaker.co.uk. Telephone: +442038089262. By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).
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9 Delivery
Delivery of the Device shall be made to the shipping address you provided in your Order. Player Maker shall make commercially reasonable efforts to meet the deliver the delivery period specified in your Order; however, you acknowledge that delivery is dependent on third parties outside or Player Maker’s control, and in no event shall Player Maker be liable for any delays.
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10 Propietary Rights
acknowledge that as between you and Player Maker, Player Maker solely and exclusively owns any and all worldwide right, title and interest in and to the Services, including all worldwide intellectual property rights therein, and including any modifications thereto and any Reports and data derived and/or collected thereunder, regardless of whether they are developed or provided by either party. Player Maker may make such data available to Customer and its Permitted Users on the App and/or Software in accordance with Section 4.2 above. Nothing in this Agreement constitutes a waiver of Player Maker’s intellectual property rights under any law. Feedback. If you contact Player Maker with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions (collectively, “Feedback”), such feedback shall be deemed to be the sole property of Player Maker and Player Maker will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but not limited to, any right for royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of Player Maker.
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11 Third Party Software
You expressly acknowledge that the Software and/or the App may include third party components (“Third Party Software”), which shall be used by you solely in conjunction with the Software and/or the App, and shall not be used for any other purpose without the prior written consent of Player Maker. Such Third Party Software is provided “As-Is” without any warranty of any kind, and subject to the license terms attached to such Third Party Software, which are available at www.playermaker.co.uk/3rdparty in the document entitled "MOTIONIZE ISRAEL LTD. OPEN SOURCE SOFTWARE TERMS") the provisions of this Agreement shall apply to all such Third Party Software providers and Third Party Software as if they were Player Maker and the Software and/or the App respectively. In the event of any inconsistencies or conflicting provisions between the Third Party Software licenses and the provisions of this Agreement, the provisions of the Third Party Software licenses shall prevail.
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12 Confidentiality
Each party agrees to keep confidential and to use only for purposes of performing its obligations under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement including the terms of your Order (“Confidential Information”). The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure or which is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and reasonably cooperate, at the objecting party’s expense, to take legal steps to resist or narrow such request). You acknowledge that the Services and any information in connection therewith shall be deemed as Player Maker’s Confidential Information. Upon any termination of this Agreement, each party shall return to the other party all Confidential Information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.
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13 Privacy
We will use any personal information that we may collect or obtain in connection with the Service in accordance with Player Maker’s privacy policy, available at: www.playermaker.co.uk/privacy (“Privacy Policy”). You are aware that you are not legally obligated to provide Player Maker with, or authorize Player Maker to collect, any personal information, and you hereby confirm that you do so at your own free will. We collect certain personal information of your Team Members, such as names, age, gender, position, training performance, physical performance, physical observations, schedule and assessments which will be displayed to you, and your Permitted Users, and analyzed by us in connection with the Services, and you agree that Player Maker may do so. You further agree that your Permitted Users may have access to different features and functionalities of the App or the Software, as well as be exposed to different types of Team Member information via the Services, based on the Permitted User type in accordance with our available service offerings and the Data Access Permissions. You hereby acknowledge and agree that Player Maker is acting as a data processor and will use any data supplied or disclosed to it by you only in accordance with your instructions and to perform the Services. Player Maker will implement appropriate technical and organizational measures to protect the data provided by you against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. You hereby warrant and represent that you will provide all appropriate notices, obtain all appropriate informed consents, and comply at all times with all applicable privacy and data protection laws and regulations (including the EU General Data Protection Regulation ("GDPR")) and industry guidelines to which you are subject, for allowing Player Maker to use the data in accordance with this Agreement (including, without limitation, the provision of such data to Player Maker and the transfer of such data by Player Maker to its subcontractors, including transfers outside of the European Economic Area) and in accordance with the Privacy Policy, and to display personal information of Team Members to your Permitted Users, in accordance with the Data Access Permissions applicable to such Permitted Users. To the extent that Customer is subject to the GDPR, Customer shall download Player Maker's Data Processing Agreement ("DPA") available on Player Maker's website and return it signed to Player Maker as described therein. You hereby agree that any processing of information performed by us on your behalf shall be subject to the terms and conditions of the DPA.
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14 Payments
In consideration for the Services, you shall pay the applicable, non-refundable subscription fees (if any) specified in the Order, at such times and for such periods as set forth therein. If not otherwise specified in the Order, all fees shall be paid annually and shall be due and payable within thirty (30) days of the date of invoice. Late payment shall be subject to a late fee equal to 1.5% per month or, if less, the maximum amount allowed by applicable law. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and you are responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement
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15 Warranty
shall comply with any specifications agreed for a period of sixty (60) days from the date of delivery; and that (ii) except to the extent addressed by subsection (i) above, any Devices supplied hereunder will be of satisfactory quality and will comply with any specifications agreed for them for a period of 12 months from the date of delivery, as may be extended if agreed in writing by Company (such periods, collectively, the “Warranty Period”). The foregoing limited warranty does not apply if the Device: (a) has been altered, except by us; (b) has not been installed, operated, repaired, or maintained in accordance with our instructions; (c) has been subjected to abnormal physical or electrical stress, misuse, abuse, negligence or accident; (d) has been combined with a product or software not provided by us; (e) has been damaged by causes beyond our control; or (f) has been used not in compliance with this Agreement. If you notify Player Maker in writing, within the applicable Warranty Period specified above, of a warranty claim, we will repair or replace the defective Device component(s) with new or refurbished part(s), all at no additional charge to you. Any repairs, fixes or replacement parts provided as part of the foregoing warranty service are warranted for the remainder of the Warranty Period, as then in effect. OTHER THAN THE WARRANTIES SET FORTH, THE SERVICES ARE PROVIDED “AS IS”, AND PLAYER MAKER DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. PLAYER MAKER WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICES. PLAYER MAKER DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE REPORTS. YOUR USE OF AND RELIANCE UPON THE SERVICES ARE ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND PLAYER MAKER SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH ANY OF THE FOREGOING. PLAYER MAKER DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY IMPROVEMENT (OR LACK THEREOF) OF ANY TEAM MEMBER’S SKILLS AND PHYSICAL OR ATHLETIC CAPABILITIES. YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS VOLUNTARY AND AT YOUR OWN RISK, AND YOU AGREE THAT PLAYER MAKER WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES (SUCH AS, BUT NOT LIMITED TO, HEALTH PROBLEMS, PERSONAL INJURY, OR DEATH) TO YOU OR ANY THIRD PARTY THAT RESULT FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES, INCLUDING WITHOUT LIMITATION WHERE SUCH CONSEQUENCES RESULT FROM TECHNICAL, INTERNET OR TELECOMMUNICATIONS PROBLEMS (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF PLAYER MAKER’S OR THIRD PARTY SERVERS). NEITHER PLAYER MAKER NOR ITS PERSONNEL ARE LICENSED MEDICAL CARE PROVIDERS, AND THEY HAVE NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION. YOU HEREBY ACKNOWLEDGE THAT NO MEDICAL OR SIMILAR PROFESSIONAL ADVICE IS PROVIDED (OR PURPORTED TO BE PROVIDED) VIA THE SERVICES, AND THE SERVICES SHOULD NOT BE USED OR RELIED UPON IN PLACE OF CONSULTING (OR OTHERWISE SEEKING ADVICE FROM) A QUALIFIED AND LICENSED MEDICAL PROFESSIONAL, SUCH AS YOUR PHYSICIAN OR CERTIFIED SPORT TRAINER SUCH AS A COACH, SPORT SCIENTIST OR PERFORMANCE EXPERT. SEEK PROFESSIONAL ADVICE BEFORE FOLLOWING ANY TRAINING INSTRUCTIONS YOU RECEIVE THROUGH THE DEVICE OR PARTICIPATING IN ANY EVENT ANNOUNCED THEREON. NOT ALL EXERCISES OR ACTIVITIES THAT MAY BE SPECIFIED ON THE DEVICE ARE SUITABLE FOR EVERYONE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OR THROUGH THE SERVICES. YOU SHOULD UNDERSTAND THAT WHEN PARTICIPATING IN ANY EXERCISE OR EXERCISE PROGRAM, THERE IS THE POSSIBILITY OF PERSONAL INJURY AND/OR DEATH. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR PHYSICIAN OR EMERGENCY SERVICES IMMEDIATELY. IF YOU FEEL DISCOMFORT OR PAIN, IMMEDIATELY STOP THE ACTIVITY CAUSING SUCH DISCOMFORT OR PAIN.
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16 Limitation of Liability
IN NO EVENT WILL PLAYER MAKER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PLAYER MAKER (AND ITS LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, PLAYER MAKER’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO US BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
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17 Indemnification
Customer agrees to defend, indemnify and hold harmless Player Maker, its affiliates, and its respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) any data or information provided by Customer or its Permitted Users; (ii) any claim against Player Maker by any of your Permitted Users; (iii) violation of any applicable laws or regulations (including, without limitation, applicable privacy laws) by Customer or its Permitted Users; (iv) violation of any third party right, including without limitation any copyright, property, or privacy right by Customer or its Permitted Users; (v) Customer’s failure to comply with the obligations applicable to it under the GDPR and/or data protection laws or regulations or the DPA; and/or (vi) for the processing of personal data without a DPA, in the event Customer fails to return to Player Maker the DPA duly signed by it. Without derogating from or excusing your obligations under this Section, Player Maker reserves the right (at your expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining Player Maker’ express written approval.
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18 Modification
Player Maker reserves the right, at any time, to: (i) discontinue, change, update or modify the Services or any aspect or feature thereof; and (ii) remove or limit your access to any aspect or feature of the Services.
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19 Term and Termination
This Agreement shall become effective on the date specified in your Order and shall remain in effect for the initial term set forth therein (“Initial Term”). Following the Initial Term, and subject to continued payment of fees by Customer as specified in the Order, this Agreement shall renew automatically on the same terms and conditions for equivalent, successive Renewal Terms, unless either party provides the other a written notice of its intention not to renew at least 90 days prior to the end of the then applicable term (the Initial Term and each Renewal Terms shall collectively be referred to as the “Term”). Notwithstanding the foregoing, (A) Player Maker may terminate this Agreement upon 60 days prior written notice to you; and/or (B) either party may immediately terminate the Agreement, by written notice to the other party: (i) if the other party has breached the Agreement and failed to cure such breach within 30 days from receipt of written notice thereof; or (ii) if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in clause (ii) shall immediately notify the other party in writing. Upon termination of this Agreement, you shall, and shall cause your Permitted Users, to cease all access to and use of the Services. Upon termination of this Agreement, you will cease to have access to any Reports or other content and data stored in or offered via the Services, whether provided by you or generated as a result of the Services (“Materials”). Player Maker reserves the right to permanently delete any Materials or other content that may be contained in your Customer Account or in any of the User Accounts of your Permitted Users, at any time following termination, and you agree to waive any legal or equitable rights or remedies you may have against Player Maker with respect to such Materials or other content that have been deleted. This Section 19.5 and Sections 7 (“Restrictions and Usage Rules”), 10 (“Proprietary Rights”), 12 (“Confidentiality”), 13 (“Privacy”), 15 (“Warranty”), 16 (“Limitation of Liability”), 17 (“Indemnification”), and 20 (“Assignment”) to 23 (“General”) shall survive termination of this Agreement.
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20 Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Player Maker without restriction or notification.
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21 Modification of agreement
Player Maker reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Player Maker website, available at: https://www.Playermaker.co.uk/terms. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Services or any part thereof thereafter means that you accept those changes.
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22 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel and only the competent courts located in Tel Aviv-Jaffa, Israel, shall have jurisdiction over any dispute arising from this Agreement.
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23 General
If any provision, or part thereof, of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such reform shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and Player Maker concerning the Services. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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GDPR
The EU General Data Protection Regulation (“GDPR”) strengthens the rights that individuals have regarding personal data relating to them and seeks to unify data protection laws across Europe, regardless of where that data is processed. PlayerMaker (“PM”) has taken steps to comply with all aspects of the GDPR, which covers the privacy of data subjects, the security of their data, and their control of their data. PM may update this White Paper from time to time to reflect our ongoing compliance effort. Organizations that use PM must accept our Data Processing Agreement if required by law.
1 Security and privacy of customer data
PM treats the security and privacy of customer data as its highest priority. Some of the policies we enforce include mandatory SSL connections, real-time encryption/decryption of all personal data in our database, and further encryption for all offsite/cold storage backups.
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2 Transferring personal data outside the EU or the EEA
PM's normal (regular) data processing activities for EU/EEA users all occur within the EU/EEA, with all databases, servers, and backups located in EU/EEA data centers. When necessary, data may be transferred to a third country if permissible - that is if the third country has been deemed by the EU Commission to ensure an appropriate level of protection, the recipient of the data guarantees an acceptable level of data protection in accordance with EU standard contractual clauses for the transmission of personal data, or there are other safeguards in place that permit such a transfer.
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3 Right of erasure and rectification
Owners of teams (or whoever else is the data controller) who would like to delete a team, its players and all associated data are able to send an email to info@playermaker.mc-staging.net and ask for a deletion to be performed. Once there are no more teams/players in an owner's account, they can ask to "Delete my account" using info@playermaker.mc-staging.net. Players who would like to update or remove their personal data from PM should contact their team (the data controller). Please note the following data will not be available following a player/team deletion: player name, player game position, player weight, player height, player picture, player club, player team, player age, player gender, player gait data, player ball touches data, club address, club picture, team event time (Training/drill/match/phase). To ensure historical reports remain accurate, PM gives administrators the ability to anonymize a player's profile following an act of deletion. Anonymizing a player’s profile erases a player’s first and last name and thus disconnects all player’s data with its identity. The remaining data can not be associated with the player’s specific identity.
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4 Data portability
All users (administrators, coaches, analysts, players) can send a “Data Export Request” to info@playermaker.mc-staging.net to compile and download all the data that is associated with their username.
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5 Subject access requests
If an individual would like to enquire as to whether PM is processing their personal data, then they can request a report of the processing activities by sending an email to info@playermaker.mc-staging.net.
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6 Data processing objections
If an individual would like to restrict or object to the processing of their personal data, they can make a request by sending an email to info@playermaker.mc-staging.net. Once the individual's email address is verified our team will process the claim in accordance with applicable law. If an individual would like to remove previous objections to the processing of their personal data, they can make a request by sending an email to info@playermaker.mc-staging.net. Once the individual's email address is verified, the processing will be permitted.
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7 Responding to data breaches
In the unlikely event that personal data is stolen, PM will notify all data controllers and data subjects that are affected without undue delay by email.
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DPA
This Data Processing Addendum (“DPA”) forms part of the Player Maker Order Form (including any general service terms and conditions incorporated therein expressly or by reference) (the “Order”) and is made effective as of the date of such Order. You acknowledge that you, on behalf of the entity identified in the Order as the Customer (“Organization”) (collectively, “You”, "Your”, “Client”, or “Data Controller”) have read and understood and agree to comply with this DPA, and are entering into a binding legal agreement with Player Maker as defined below (“Player Maker”, “Us”, “We”, “Our”, “Service Provider”or “Data Processor”) to reflect the parties’ agreement with regard to the Processing of Personal Data (as such terms are defined below) of GDPR-protectedindividuals. Both parties shall be referred to as the “Parties” and each, a “Party”. WHEREAS, Player Maker shall provide the services set forth in the Order (collectively, the “Services”) for Client, as described in the Order; and WHEREAS, In the course of providing the Services pursuant to the Order, Player Maker may process Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the parties, intending to be legally bound, agree as follows:WHEREAS, In the course of providing the Services pursuant to the Order, Player Maker may process Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the parties, intending to be legally bound, agree as follows:
1 Interpretations and definitions
1.1 The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. 1.2 References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated. 1.3 Words used in the singular include the plural and vice versa, as the context may require. 1.4 Capitalized terms not defined herein shall have the meanings assigned to such terms in the Order. 1.5 Definitions: (a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. (b) “Authorized Affiliate” means any of Client's Affiliate(s) which (a) is subject to the Data Protection Laws And Regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Order between Client and Player Maker, but has not signed its own agreement with Player Maker and is not a "Client" as defined under the Order. (c) “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this DPA only, and except where indicated otherwise, the term "Data Controller" shall include yourself, the Organization and/or the Organization’s Authorized Affiliates. (d) “Data Protection Laws and Regulations” means all laws and regulations, including, without limitation, laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Order. (e) “Data Subject” means the identified or identifiable person to whom the Personal Data relates. (f) “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union. (g) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). (h) “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. (i) “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. (j) “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller. (k) “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Client, as updated from time to time, and accessible via playermaker.co.uk/terms, or as otherwise made reasonably available by Player Maker. 9101402/2 (l) “Player Maker” means the relevant Player Maker entity of the following Player Maker legal entities: Motionize Israel Ltd. (m) “Sub-processor” means any Processor engaged by Player Maker and/or Player Maker. (n) “Supervisory A
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2 Processing of personal data
2.1 Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data, (i) Client is the Data Controller, (ii) Player Maker is the Data Processor and that (iii) Player Maker may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below. 2.2 Client’s Processing of Personal Data. Client shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and comply at all times with the obligations applicable to data controllers. For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall have sole responsibility for the means by which Client acquired Personal Data. Without limitation, Client shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall have any and all required legal bases in order to collect, Process and transfer to Player Maker the Personal Data and to authorize the Processing by Player Maker of the Personal Data which is authorized in this DPA. Client shall defend, hold harmless and indemnify Player Maker, its Affiliates and subsidiaries (including without limitation their directors, officers, agents, subcontractors and/or employees) from and against any liability of any kind related to any breach, violation or infringement by Client and/or its authorized users of any Data Protection Laws and Regulations and/or this DPA and/or this Section. 2.3 Player Maker’s Processing of Personal Data. 2.3.1 Subject to the Order, Player Maker shall Process Personal Data in accordance with Client’s documented instructions for the following purposes: (i) Processing in accordance with the Order and this DPA and to provide the Services; (ii) Processing for Client to be able to use the Services; (iii) Processing to comply with other documented reasonable instructions provided by Client (e.g., via email) where such instructions are consistent with the terms of the Order; (iv) Processing as required by Union or Member State law to which Player Maker is subject; in such a case, Player Maker shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 2.3.2 To the extent that Player Maker cannot comply with a request from Client and/or its authorized users relating to Processing of Personal Data (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind), Player Maker (i) shall inform Client, providing relevant details of the problem, (ii) Player Maker may, without any kind of liability towards Client, temporarily cease all Processing of the affected Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Order and this DPA with respect to the affected Processing, and Client shall pay to Player Maker all the amounts owed to Player Maker or due before the date of termination. Client will have no further claims against Player Maker (including, without limitation, requesting refunds for Services) due to the termination of the Order and/or the DPA in the situation described in this paragraph (excluding the obligations relating to the termination of this DPA set forth below). 2.3.3 Player Maker will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of Player Maker, to the extent that such is a result of Client’s instructions. 2.3.4 If Client provides Player Maker with instructions, requests, suggestions, comments or feedback (whether orally or in writing) with respect to the Services, Client acknowledges that any and all rights, including intellectual property rights, therein shall belong exclusively to Player Maker and that such shall be considered Player Maker’s intellectual property without restrictions or limitations of any kind, and Client hereby irrevocably and fully transfers and assigns to Player Maker any and all intellectual property rights therein and waives any and all moral rights that Client may have in respect thereto. 2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Player Maker is the performance of the Services pursuant to the Order. The duration of the Processing, the nature and purpose of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.
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3 Rights of data subjects
3.1 Data Subject Request. Player Maker shall, to the extent legally permitted, promptly notify Client if Player Maker receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, erasure (“right to be forgotten”), restriction of Processing, data portability, right to object, or its right not to be subject to automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, Player Maker shall assist Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Client, in its use of the Services, does not have the ability to address a Data Subject Request, Player Maker shall upon Client’s request provide commercially reasonable efforts to assist Client in responding to such Data Subject Request, to the extent Player Maker is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Client shall be responsible for any costs arising from Player Maker’s provision of such assistance.
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4 Player Maker Personnel
4.1 Confidentiality. Player Maker shall ensure that its personnel engaged in the Processing of Personal Data have committed themselves to confidentiality and non-disclosure. 4.2 Player Maker may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Laws and Regulations (in such a case, Player Maker shall inform the Client of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel(s), data protection advisor(s) and accountant(s).
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5 Authorization regarding sub-processors
5.1 Appointment of Sub-processors. Client acknowledges and agrees that (a) Player Maker’s Affiliates may be used as Sub-processors; and (b) Player Maker and/or Player Maker’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. 5.2 Sub-processors List. Player Maker makes available its list of Sub-processors used by Player Maker at: [Insert URL] (“Sub-processor List”). The Client hereby authorizes Player Maker to engage the Sub-processors included in the Sub-processor List. Client shall be responsible for reviewing the Sub-processor List for updates from time to time, Player Maker may, but is not obligated to, provide general updates regarding changes to its Sub-processor List. 5.3 Objection Right for New Sub-processors. Client may reasonably object to Player Maker’s use of a new Sub-processor for reasons related to the GDPR by providing a written objection to info@playermaker.mc-staging.net, and such written objection shall include the reasons related to the GDPR for objecting to Player Maker’s use of such new Sub-processor. In the event Client reasonably objects to a new Subprocessor, as permitted in the preceding sentences, Player Maker will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Client. If Player Maker is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client may, as a sole remedy, terminate the applicable Order and this DPA with respect only to those Services which cannot be provided by Player Maker without the use of the objected-to new Subprocessor by providing written notice to Player Maker, provided that all amounts due under the Order before the termination date with respect to the Processing at issue shall be duly paid to Player Maker. Until a decision is made regarding the new Sub-processor, Player Maker may temporarily suspend the Processing of the affected Personal Data. Client will have no further claims against Player Maker due to the termination of the Order (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph. Client will have no further claims against Player Maker due to (i) past use of Sub-processors included in the Sub-processors List prior to the date of objection or (ii) the termination of the Order (including, without limitation, requesting refunds) and the DPA in the situation described in this paragraph. 5.4 with Article 28.4 of the GDPR including obligations no less protective than the obligations of this DPA. In accordance with Articles 28.7 and 28.8 of the GDPR, if and when the European Commission lays down the standard contractual clauses referred to in such Article, the Parties may revise this DPA in good faith to adjust it to such standard contractual clauses.
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6 Security
6.1 Controls for the Protection of Personal Data. Player Maker shall maintain all industry-standard technical and organizational measures required pursuant to Article 32 of the GDPR for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Client. Player Maker regularly monitors compliance with these measures. Upon the Client’s request, Player Maker will assist Client, at Client’s cost, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Player Maker. 6.2 Third-Party Certifications and Audits. Upon Client’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Order and this DPA, Player Maker shall make available to Client that is not a competitor of Player Maker (or Client’s independent, third-party auditor that is not a competitor of Player Maker) a copy of Player Maker’s then most recent thirdparty audits or certifications, as applicable (provided, however, that such audits, certifications and the results therefrom, including the documents reflecting the outcome of the audit and/or the certifications, shall only be used by Client to assess compliance with this DPA and/or with applicable Data Protection Laws and Regulations, and shall not be used for any other purpose or disclosed to any third party without Player Maker’s prior written approval and, upon Player Maker’s first request, Client shall return all records or documentation in Client's possession or control provided by Player Maker in the context of the audit and/or the certification). At Client’s cost and expense, Player Maker shall allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (who is not a direct or indirect competitor of Player Maker) provided that the parties shall agree on the scope, timing and conditions of such audits and inspections.
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7 Personal data incident management and notification
Player Maker maintains security incident management policies and procedures specified in Security Documentation and, to the extent required under applicable Data Protection Laws and Regulations, shall notify Client without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including Personal Data, transmitted, stored or otherwise Processed by Player Maker or its Sub-processors of which Player Maker becomes aware (a “Personal Data Incident”). Player Maker shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Player Maker deems necessary and reasonable in order to remediate the cause of such a Personal Data Incident 9101402/2 to the extent the remediation is within Player Maker’s reasonable control. The obligations herein shall not apply to incidents that are caused by Client or Client’s users. In any event, Client will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations).
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8 Return and deletion of personal data
Subject to the Order, Player Maker shall, at the choice of Client, delete or return the Personal Data to Client after the end of the provision of the Services relating to processing, and shall delete existing copies unless applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable law, Player Maker may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or to comply with applicable laws and regulations. If the Client requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for Player Maker’s Clients:
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9 Authorized affiliates
9.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Client enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Player Maker. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Order and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Client. 9.2 Communication. The Client shall remain responsible for coordinating all communication with Player Maker under the Order and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
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10 Transfers of data
10.1 Transfers to countries that offer adequate level of data protection: Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA”) to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary. 10.2 Transfers to other countries: If the Processing of Personal Data includes transfers from the EEA to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries”), the Parties shall comply with Article 46 of the GDPR, including, if necessary, executing the standard data protection clauses adopted by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission or comply with any of the other mechanisms provided for in the GDPR for transferring Personal Data to such Other Countries.
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11 Termination
This DPA shall automatically terminate upon the termination or expiration of the Order under which the Services are provided. Sections 2.2, 2.3.3, 2.3.4 and 12 shall survive the termination or expiration of this DPA for any reason.
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12 Relationship with order
In the event of any conflict between the provisions of this DPA and the provisions of the Order, the provisions of this DPA shall prevail over the conflicting provisions of the Order and/or the Player Maker Terms. Notwithstanding anything to the contrary in the Order and/or in any agreement between the parties: (A) Player Maker’s (including Player Maker’s Affiliates’) entire, total and aggregate liability, for any breach of this DPA and/or Data Protection Laws and Regulations, including, if any, any indemnification obligation regarding data protection or privacy, shall be limited to the amounts paid to Player Maker under the Order within twelve (12) months preceding the event that gave rise to the claim. This limitation of liability is cumulative and not per incident; (B) In no event will Player Maker and/or Player Maker Affiliates and/or their third-party providers, be liable under, or otherwise in connection with this DPA for: (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings; (iii) any loss of, or damage to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services; and (C) The foregoing exclusions and limitations on liability set forth in this Section shall apply: (i) even if Player Maker, Player Maker Affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (ii) even if any remedy in this DPA fails of its essential purpose; and (iii) regardless of the form, theory or basis of liability (such as, but not limited to, breach of contract or tort).
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13 Amendents
This DPA may be amended at any time by a written instrument duly signed by each of the Parties
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14 Legal Effect
This DPA shall only become legally binding between Client and Player Maker when the formalities steps set out in the Section “INSTRUCTIONS ON HOW TO EXECUTE THIS DPA” below have been fully completed.
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15 General Representation and warranties
The Parties represent and warrant that they each have the power to enter into, execute, perform and be bound by this DPA. You, as the person signing the Order on behalf of Client, represent and warrant that you have, or you were granted, full authority to bind the Organization and, as applicable, its Authorized Affiliates to this DPA. If you cannot, or do not have authority to, bind the Organization and/or its Authorized Affiliates, you shall not supply or provide Personal Data to Player Maker. By signing the Order, Client enters into this DPA on behalf of itself and, to the extent required or permitted under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent that Player Maker processes Personal Data for which such Authorized Affiliates qualify as the/a “data controller”.
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16 List of Schedules
SCHEDULE 1 - DETAILS OF THE PROCESSING
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Privacy Policy
This privacy policy (“Privacy Policy”) governs how we, Motionize Israel Ltd. (“Player Maker”, “we”, “our” or “us”), use Personal Information (defined below) that we collect, receive and store about individuals in connection with the use of: (i) the Player Maker software-as-a-service platform and related documentation, and features, as well as any fixes, updates or upgrades thereto (“Software”); (ii) the Player Maker mobile software application (“App”); (iii) the Player Maker sensors and any related equipment provided to you by Player Maker (“Device”), ((i) - (iii) hereinafter referred to as the “Services”). We do not ourselves host any of the Services. All hosting is done by third party service providers that we engage. This means that data you provide us or that we collect from you (including any Personal Information, as defined below), as further described in this Privacy Policy, is hosted with such third party service providers on servers that they own or control. Regardless of where such third party service providers are located (and some are located in the US), their servers may be located anywhere in the world (including the US). Your data may even be replicated across multiple servers located in multiple countries. So please be aware that you are consenting to your data being transferred to various third party service providers around the world (including the US).
1 Introduction
We have implemented this Privacy Policy because your privacy, and the privacy of other users, is important to us. This Privacy Policy explains our online information practices and the choices you can make about the way your Personal Information is collected and used in connection with the Services. “Personal Information” means any information that may be used, either alone or in combination with other information, to personally identify an individual, including, but not limited to, names, age, gender, position, training performance and physical performance, physical observations, schedule and assessments email address, a home or other physical address, or other contact information.
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2 Terms of Use
This Privacy Policy forms part of our Service Terms and Conditions, which are available at: www.playermaker.co.uk/terms (“Terms” ) and which any team which purchases the Services has agreed to, prior to accessing and/or using the Services for the first time. Any capitalized but undefined term in this Privacy Policy shall have the meaning given to it in the Terms.
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3 Consent
You are not legally obligated to provide us Personal Information, and you hereby confirm that providing us Personal Information is at your own free will. By using the Services, you consent to the terms of this Privacy Policy and to our collection, processing and sharing of Personal Information for the purposes set forth herein. If you do not agree to this Privacy Policy, please do not access or otherwise use the Services.
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4 Modification
We reserve the right, at our discretion, to change this Privacy Policy at any time. Such change will be effective 10 days following posting of the revised Privacy Policy on the Services, and your continued use of the Services thereafter means that you accept those changes.
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5 What Personal Information We Collect and How We Collect It.
We do not currently require you to provide Personal Information in order to have access to general information available on the Services. However, we do receive and/or collect Personal Information from you in the following ways: 5.1. Team Members. As a Team Member uses the Services, we collect certain Personal Information of Team Members, such as, names, age, gender, position, training performance, physical performance, physical observations, schedule and assessments, which will be displayed to a Customer, and its Permitted Users, and analyzed by us in connection with the Services. You further agree that Permitted Users may have access to different features and functionalities of the App or the Software, as well as be exposed to different types of Team Member information via the Services, based on the Permitted User type in accordance with the available service offerings and the Data Access Permissions. 5.2. Account. In order to access and use the Services, you may be required to create an account (“Account”). If you create an Account you will be required to provide us with certain information, such as your name, gender, age, email address, team name, telephone number, as well as a password that you will use for your Account (“Account Information”). You may also choose to provide additional Personal Information as part of the Account registration process and in connection with your ongoing use of your Account, such as your comments and notes regarding your Team Member. We may send you a text message to your mobile phone or an e-mail to the e-mail address you submit to confirm your registration. If you choose not to create an Account, you will not be able to access or use the Services. Regardless of which method you choose to register your Account, we may send an email to your nominated email address to instruct you how to confirm your registration. 5.3. “Contact Us” Information. If you send us a “Contact Us” request, whether by submitting an online form that we make available on www.playermaker.co.uk or by sending an email to info@playermaker.co.uk, you may be required to provide us with certain information such as your name and email address and your Device serial number. 5.4. Log Files. We may make use of log files. The information inside the log files includes internet protocol (IP) addresses, type of browser, Internet Service Provider (ISP), date/time stamp, referring/exit pages, clicked pages and any other information your browser may send to us. We may use such information to analyze trends, administer the Services, track users’ movement around the Services, and gather demographic information. 5.5. Cookies and Other Tracking Technologies. Our Services may utilize “cookies”, anonymous identifiers and other tracking technologies in order to for us to provide our Services and present you with information that is customized for you. A “cookie” is a small text file that may be used, for example, to collect information about activity on the Services. Certain cookies and other technologies may serve to recall Personal Information, such as an IP address, previously indicated by a user. Most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie, or you may choose to block cookies with your browser. 5.6. Location Data. We may provide certain location-based services (“Location Services”) in connection with the Software and/or App that are dependent on data related to the geographic location of your mobile device on which the Software and/or App is installed (“Location Data”). If you choose to participate in these Location Services, you agree that we may collect or obtain your Location Data. You should be able to use the settings on your mobile device or personal computer to turn off location-sharing features. 5.7. Google Analytics. The Services may use a tool called “Google Analytics” to collect information about use of the Services. Google Analytics collects information such as how often users visit any site, what pages they visit when they do so, and what other sites they used prior to coming to the Services. We use the information we get from Google Analytics to maintain and improve the Services and our products. We do not combine the information collected through the use of Google Analytics with personally identifiable information. Google’s ability to use and share information collected by Google Analytics about your visits to the Software and/or App is restricted by the Google Analytics Terms of Service, available at http://www.google.com/analytics/terms/us.html, and the Google Privacy Policy, available at http://www.google.com/policies/privacy/. You may learn more about how Google collects and processes data specifically in connection with Google Analytics at http://www.google.com/policies/privacy/partners/. You may prevent your data from being used by Google Analytics by downloading and installing the Google Analytics Opt-out Browser Add-on, available at https://tools.google.com/dlpage/gaoptout/.
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6 The Way We Use Personal Information
If you submit or we collect Personal Information through the Services, then we may use such Personal Information in the following ways, via any applicable communication channel, including e-mail, SMS, Social Media, online forums etc. 6.1. We may use your Personal Information to send you marketing and/or advertisement communications that we believe may be of interest to you, to contact you in connection with the Services and certain programs or offerings that you may have registered for, and to identify and authenticate your access to the parts of the Services that you are authorized to access. 6.2. We will use your Personal Information to provide and improve our Services (including by analyzing any data obtained via the Services), such as by comparing your activity with that of other Team Members, including but not limited to performance, training routine, scores, performance etc. 6.3. We may use your designated email address to: (i) send you updates or news regarding the Services and our products; and/or (ii) respond to a “Contact Us” or administrative request (for example, to change your password). 6.4. We may transfer your Personal Information to our local or foreign subsidiaries or affiliated companies for the purpose of storing or processing such information on our behalf. Such information may be transferred to other countries. We require that these parties agree to process such information in compliance with our Privacy Policy. 6.5. We may share your Personal Information with our third party service providers and partners, but only to assist us with our business operations and to provide our Services to you and other users. Such information may be transferred to other countries. We use commercially reasonable efforts to only engage or interact with third party service providers and partners that post a privacy policy governing their processing of Personal Information. 6.6. We may disclose your Personal Information or any information you submitted via the Services if we have a good faith belief that disclosure of such information is helpful or reasonably necessary to: (i) comply with any applicable law, regulation, legal process or governmental request; (ii) enforce our Terms, including investigations of potential violations thereof; (iii) detect, prevent, or otherwise address fraud or security issues; or (iv) protect against harm to the rights, property or safety of Player Maker, our users, yourself or the public.
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7 Use of Anonymous Information.
We may use Anonymous Information (as defined below) or disclose it to third party service providers in order to improve our Services and enhance your experience with the Services. We may also disclose Anonymous Information (with or without compensation) to third parties, including advertisers and partners. “Anonymous Information” means information which does not enable identification of an individual user, such as aggregated information about the use of our Services.
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8 Opting Out
You may choose not to receive future promotional, advertising, or other Services-related emails from us by selecting an unsubscribe link at the bottom of each email that we send. Please note that even if you opt out of receiving the foregoing emails, we may still send you a response to any “Contact Us” request as well as administrative emails (for example, in connection with a password reset request) that are necessary to facilitate your use of the Services.
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9 Choice
At all times, you may choose whether or not to provide or disclose Personal Information. If you choose not to provide mandatory Personal Information, you will be unable to access the Services.
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10 Access/Accuracy
To the extent that you do provide us with Personal Information, we wish to maintain accurate Personal Information. If you would like to delete or correct any of your other Personal Information that we may be storing, you may submit an access request by sending an email to info@playermaker.co.uk. Your email should include adequate details of your request.
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11 Links to and Interaction with Third Party Products
The Services may enable you to interact with or contain links to your Third Party Account and other third party websites, products and services that are not owned or controlled by us (each a “Third Party Service”). We are not responsible for the privacy practices or the content of such Third Party Services. Please be aware that Third Party Services may collect Personal Information from you. Accordingly, we encourage you to read the terms and conditions and privacy policy of each Third Party Service that you choose to use or interact with.
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12 Children’s Privacy
We do not enter into contracts with anyone we know to be under the age of 18 years old. However, in order to provide the Services, we may collect, retain and use Personal Information of Team Members who are under eighteen years old. If you are using the Services for the collection of Personal Information from children, you are required to obtain prior, written parental consent to the use, collection and retention of such data in accordance with Section 13 of the Terms. The Services are not structured to attract children under the age of 9 years. Accordingly, we do not intend to collect Personal Information from anyone we know to be under 9 years. If we learn that we have collected Personal Information from a child under 9 years, we will delete that information as quickly as possible. If you believe that we might have any such information, please contact us at info@playermaker.co.uk.
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13 Security
The security of Personal Information is important to us. We follow generally accepted industry standards, including the use of appropriate administrative, physical and technical safeguards, to protect the Personal Information submitted to us. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use reasonable acceptable means to protect your Personal Information, we cannot guarantee its absolute security or confidentiality. If you have any questions about security on the Service, you can contact us at info@playermaker.co.uk.
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14 Merger, Sale or Bankruptcy
In the event that we are acquired by or merged with a third party entity, or in the event of bankruptcy or a comparable event, we reserve the right to transfer or assign Personal Information in connection with the foregoing events.
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15 California Privacy Rights
California Civil Code Section 1798.83 permits our customers who are California residents to request certain information regarding our disclosure of Personal Information to third parties for their direct marketing purposes. To make such a request, please send an email to info@playermaker.co.uk. Please note that we are only required to respond to one request per customer each year
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16 Our California Do Not Track Notice
We do not currently respond or take any action with respect to web browser “do not track” signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of personally identifiable information about an individual consumer’s online activities over time and across third-party web sites or online services. We may allow third parties, such as companies that provide us with analytics tools, to collect personally identifiable information about an individual consumer’s online activities over time and across different web sites when a consumer uses the Services
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17 Deletion of Content from California Residents
If you are a California resident under the age of 18 and a registered user, California Business and Professions Code Section 22581 permits you to remove content or Personal Information you have publicly posted. If you wish to remove such content or Personal Information and you specify which content or Personal Information you wish to be removed, we will do so in accordance with applicable law. Please be aware that after removal you will not be able to restore removed content. In addition, such removal does not ensure complete or comprehensive removal of the content or Personal Information you have posted and that there may be circumstances in which the law does not require us to enable removal of content.
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18 Commitment
We are committed to protecting your privacy. Protecting your privacy online is an evolving area, and we are constantly evolving our Service to meet these demands. If you have any comments or questions regarding our Privacy Policy, or your Personal Information that we may be storing and using, please contact us at info@playermaker.co.uk.
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