This Agreement governs your license to and use of our services.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT, OR USING ANY SUBSCRIPTION SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SUBSCRIPTION SERVICES. IF YOU REGISTER FOR USE OF A FREE TRIAL OR FREE VERSION OF THE SUBSCRIPTION SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN YOUR USE OF THOSE SERVICES.

1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:

Capacity means as an agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information means any non-public business information, know-how, trade secrets or other information, in any form, whether written, oral, visual, electronic or otherwise, that is disclosed by or on behalf of CLIENT or the Service Provider (the Disclosing Party) to the other party (the Receiving Party), whether before or after the Commencement Date, and that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure.
Software means the Service Provider’s proprietary cloud‑based software platform, including all modules, features, APIs, user interfaces, documentation and updates made generally available to customers.
Subscription Services means the right to access and use the Software on a hosted, subscription basis, as made available by the Service Provider from time to time.
Subscription Term means the period during which CLIENT is authorised to access and use the Subscription Services.
Client Data means any data submitted to the Software by or on behalf of CLIENT.
Insurance Policies means commercial general liability insurance cover, professional indemnity insurance cover and public liability insurance cover.
Intellectual Property Rights means all intellectual property rights, including patents, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention means any invention, idea, discovery, development, improvement or innovation made by the Service Provider in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Pre-existing IP Rights means Intellectual Property Rights in all materials owned by CLIENT or the Service Provider independently of OR prior to this Agreement.
CLIENT Property means all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of CLIENT or its customers and business contacts, and any equipment, keys, hardware or software provided for the Service Provider's use by CLIENT during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Service Provider on CLIENT's or the Service Provider's computer systems or other electronic equipment during the Engagement.
Client Data has the meaning given to that term in section 8.12 of this Agreement.
Service Fees means the fees for Services and Deliverables supplied in accordance with this Agreement, as specified in the Specification.
Services means the services Service Provider has supplied, is supplying and will supply under this Agreement, as specified in the Specification, including the supply of Deliverables.
Service Agreement means an ordering document or online subscription flow specifying pricing, term, usage limits and subscription tier.
Commencment Date means the date of commencement of this Agreement.
Termination Date means the date of termination of this Agreement, howsoever arising.

1.2 INTERPRETATION
In this Agreement:
(a) the headings are inserted for convenience only and shall not affect its construction;
(b) a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;
(c) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
(d) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(e) the Specification forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Specification;(f) any use of the word 'includes' or words such as 'for example' or 'such' do not limit anything else that is included in general speech; and
(g) any reference to '$' or 'dollars' is to Australian dollars.

2. SaaS LICENSE GRANT

2.1 Subject to payment of the applicable fees, the Service Provider grants CLIENT a non‑exclusive, non‑transferable, revocable licence during the Subscription Term to access and use the Subscription Services solely for CLIENT’s internal business purposes.
2.2 CLIENT acknowledges that the Software is provided on a multi‑tenant basis and that no exclusive rights are granted.

3. SERVICE PROVIDER'S OBLIGATIONS

3.1 Service Provider must:
a. supply Deliverables and Services to CLIENT in accordance with:
i. the Specification, including the service levels and due dates;
b. comply with all applicable standards, awards, laws, and regulations (including consumer protection and occupational health and safety laws);
c. liaise with and cooperate with CLIENT contractors, agents, and employees where reasonably required by CLIENT to achieve the objectives of this Agreement;
d. obtain and maintain all rights, consents, and authorizations necessary to supply the Services;
e. not, unless authorized to do so in writing by CLIENT:
i. incur any expenditure in the name of or for the account of CLIENT;
ii. hold itself out as having authority to bind CLIENT;
f. use reasonable endeavors to ensure that it is available at all times on reasonable notice to provide such assistance or information as CLIENT may require.
3.2 Service Provider warrants that:
a. Services and Deliverables will be fit for the purposes for which they are acquired;
b. the supply of the Services and CLIENT's use of the Deliverables will not infringe the Intellectual Property Rights (including moral rights) of any person;
c. all Services and Deliverables will be supplied with the due care, skill, and diligence to be expected from a qualified, competent, and experienced provider of services of a similar scope and complexity.
3.3 The Service Provider may modify, enhance or discontinue features of the Software provided that the overall functionality is not materially degraded.

4. CLIENT OBLIGATIONS

4.1 CLIENT must:
a. provide the Service Provider with information in CLIENT's possession or control and access to resources, that the Service Provider reasonably requires to supply Deliverables and Services; and
b. pay the Service Fees in accordance with clause 5.
4.2 In respect of the information CLIENT provides to the Service Provider under this Agreement, CLIENT warrants that it is legally entitled to provide such information to the Service Provider (either by legal ownership, license, or other legal authority).
4.3 CLIENT must comply with all acceptable use requirements notified by the Service Provider and must not:
a. reverse engineer the Software
b. provide access to unauthorised users
c. use the Software to build a competing product

5. FEES, BILLING AND SUSPENSION

5.1 Service Provider must invoice CLIENT for Service Fees and amounts due under this Agreement at the times specified in the Specification.
5.2 CLIENT must pay each valid tax invoice issued by Service Provider within 30 days of receipt of that tax invoice, subject to the Service Provider's compliance with this Agreement.
5.3 All fees are non‑cancellable and non‑refundable, except as required by law.
5.4 The Service Provider may suspend access to the Subscription Services for non‑payment after providing reasonable notice.

6. EXPENSES

6.1 CLIENT will not be responsible for any costs or expenses incurred by the Service Provider in connection with the Service Provider's provision of the Services, other than those costs or expenses agreed in writing by CLIENT prior to being incurred.

7. OTHER ACTIVITIES

7.1 Nothing in this Agreement shall prevent the Service Provider from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement, provided that such activity does not cause a breach of any of the Service Provider's obligations under this Agreement

8. INTELLECTUAL PROPERTY

8.1 Each party acknowledges that all Pre-existing IP Rights remain the sole property of the owner. Ownership of Pre-existing IP Rights remains unchanged by this Agreement, other than as expressly set out in this Agreement.
8.2 The Service Provider grants to CLIENT a worldwide, non-exclusive, royalty-free license to use the Pre-existing IP Rights owned by the Service Provider for the purpose of receiving and enjoying the benefit of the Services and to the extent required to use and exploit the Intellectual Property Rights in the Deliverables.
8.3 CLIENT grants the Service Provider a non-exclusive, royalty-free, non-transferable license to use the Pre-existing IP Rights owned by it for the sole purpose of performing the Services.
8.4 As between the parties, the Service Provider retains all right, title and interest in and to the Software, Subscription Services, documentation, analytics, models, AI applications, configurations, improvements and all related Intellectual Property Rights.
8.5 No Intellectual Property Rights are assigned to CLIENT under this Agreement.
8.6 CLIENT grants the Service Provider a worldwide, royalty‑free licence to host, process, copy, analyse and use Client Data for:
a. providing the Subscription Services;
b. developing, improving and evolving the Software, including the generation of analytical outputs and insights, whether in relation to CLIENT or third parties, provided that no Client’s raw data is disclosed.
8.7 The Service Provider will defend CLIENT against third‑party claims that the Software infringes IP rights, subject to a liability cap under clause 10.
8.8 The Service Provider acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Service Provider in respect of the performance of its obligations under this clause 8.
8.9 The Service Provider undertakes, at the expense of CLIENT, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of CLIENT, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of CLIENT and to defend CLIENT against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Deliverables and the Inventions.
8.10 Nothing in this Agreement prevents the Service Provider from supplying deliverables to third parties that are the same as or similar to those provided to the Client, provided that the Service Provider complies with its confidentiality and privacy obligations.
8.11 CLIENT warrants that it has all necessary rights, consents, licences, and authorities to disclose, supply, upload, or otherwise make available all data, materials, and information provided to the Service Provider under this Agreement (“Client Data”), including the right for the Service Provider to store, process, use, and analyse the Client Data for the purposes permitted under this Agreement.
8.12 CLIENT represents and warrants that the provision and use of the Client Data by the Service Provider in accordance with this Agreement will not infringe the Intellectual Property Rights, confidentiality rights, privacy rights, or any other rights of any third party.
8.13 CLIENT must not use, licence, sell, sublicense, disclose, or otherwise exploit any Deliverables, outputs, data, analyses, insights, or materials provided by the Service Provider for any commercial purpose beyond CLIENT’s internal use, without the Service Provider’s prior written disclosure and the parties entering into a separate written commercial agreement setting out the applicable commercial terms. Any unauthorised commercial use constitutes a material breach of this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information includes, without limitation:
a. Client Data, which constitutes CLIENT’s Confidential Information; and
b. information relating to the Subscription Services, Software, systems, networks, analytics, models, product plans, security information and assessments, audit reports, pricing, commercial terms, and this Agreement, which constitute the Service Provider’s Confidential Information.
Confidential Information does not include information that the Receiving Party can demonstrate:
(i) is or becomes publicly available through no breach of this Agreement;
(ii) was lawfully in its possession on a non-confidential basis prior to disclosure;
(iii) is lawfully received from a third party without breach of any confidentiality obligation; or
(iv) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
9.2 The Receiving Party must:
a. keep the Disclosing Party’s Confidential Information confidential and not disclose it to any third party except as expressly permitted under this Agreement; and
b. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care.
The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers, Affiliates or subcontractors who have a legitimate need to know for the purposes of performing obligations or exercising rights under this Agreement, provided they are bound by confidentiality obligations no less restrictive than those set out in this clause.
The Service Provider may disclose CLIENT’s Confidential Information to subcontractors and service providers engaged in the operation of the Subscription Services, and CLIENT may disclose the Service Provider’s Confidential Information to authorised users and advisers, in each case subject to equivalent confidentiality obligations.
9.3 The Receiving Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that (to the extent legally permitted) it:
a. gives the Disclosing Party prompt written notice;
b. cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or limiting disclosure; and
c. discloses only the minimum portion of Confidential Information legally required.
9.4 Upon written request by the Disclosing Party, the Receiving Party must promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Service Provider may retain copies of CLIENT Confidential Information as required for:
a. backup, archival, security, audit or disaster recovery purposes;
b. compliance with legal or regulatory obligations; or
c. aggregated or anonymised data that does not identify CLIENT.
9.5 The obligations in this clause 9 survive termination or expiry of this Agreement for three (3) years, except that Confidential Information constituting trade secrets or proprietary technology remains protected for so long as it remains confidential or a trade secret.

10. INSURANCE, INDEMNITY AND RELEASE

10.1 To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), statute or otherwise) is limited to an amount equal to the total fees paid by CLIENT to the Service Provider in the twelve (12) months preceding the event giving rise to the claim.
10.2 Neither party is liable to the other for any indirect, incidental, special or consequential loss, including loss of profits, revenue, goodwill, business opportunity or anticipated savings, even if such loss was foreseeable.
10.3 CLIENT indemnifies and holds harmless the Service Provider from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any allegation that the Service Provider’s possession or use of Client Data in accordance with this Agreement infringes the rights of any third party.
10.4 CLIENT indemnifies and holds harmless the Service Provider from and against any claims, actions, proceedings, losses, damages, liabilities, costs or expenses arising out of or in connection with any claim by an athlete, team, league, governing body or other third party alleging loss of competitive advantage, impact on performance, reputational harm or commercial harm resulting from the use of the Subscription Services, analyses or insights, except to the extent caused by the Service Provider’s wilful misconduct or gross negligence.
10.5 The indemnities in clauses 10.3 and 10.4 are subject to the liability cap in clause 10.1, except to the extent prohibited by law.
10.6 The Service Provider will maintain commercially reasonable insurance coverage appropriate to a SaaS business of its size and nature. Upon reasonable written request, the Service Provider will provide confirmation of such coverage.
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11. TERM AND TERMINATION

11.1 The term of this Agreement is from the Commencement Date to Termination Date.
11.2 Either party may terminate for material breach not cured within 30 days.
11.3 CLIENT may not terminate for convenience during a committed Subscription Term.

12. CONSEQUENCES OF TERMINATION

12.1 Upon termination, CLIENT may request export of Client Data within 30 days. Thereafter, the Service Provider may delete Client Data in accordance with its standard retention and backup policies.
12.2 At any time after termination of this Agreement a party must not:
a. use or disclose to any person any Confidential Information of the other party;
b. record any Confidential Information of the other party into any form (including machine readable form); orc. sell or otherwise transfer any Confidential Information of the other party.
12.3 If this Agreement terminates for any reason, Service Provider must deliver to CLIENT a copy of the Deliverables in their then current state provided there are no payments due by CLIENT to Service Provider in respect of the period up to termination.
12.4 Clause 5 (Payment and Tax), clause 9 (Confidentiality), clause 10 (Insurance, Indemnity and Release) and clause 12 (Consequences of Termination) and each other clause required to make these clauses effective continue to bind the parties after termination of this Agreement for any reason.
12.5 Notwithstanding any other provision in this Agreement, if this Agreement is terminated as a direct result of the acquisition of CLIENT by a third party, CLIENT shall pay the Service Provider an amount equivalent to twelve (12) months of the fees paid to the Service Provider under this Agreement calculated by averaging the monthly fees paid over the twelve (12) months preceding the termination date. This payment shall be made within thirty (30) days of the effective date of the acquisition. This clause shall not apply if the Service Provider is the acquiring party.

13. NOTICE

13.1 A party notifying or giving notice under this Agreement must notify:
a. in writing;
b. addressed to the address of the recipient specified on the first page of this Agreement or as varied by notice given in accordance with this clause; and
c. left at or sent by post, facsimile or email to that address.
13.2 A notice given in accordance with clause 13.1 will be deemed received:
a. if delivered by hand to the recipient's address, on the date of delivery, as long as delivery is acknowledged in writing by the recipient;
b. if sent by post, 3 days after the posting; and
c. if sent by facsimile or email on a working day at the recipient's address, on the date of transmission, or if sent on a non-working day at the recipient's address, on the next working day (in both cases as long as the sender's facsimile machine (if relevant) records a successful transmission).

14. STATUS

14.1 The relationship of the Service Provider to CLIENT will be that of independent Service Provider and nothing in this Agreement shall render the Service Provider an employee of CLIENT and the Service Provider shall not hold itself out as such.
14.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Service Provider shall be fully responsible for and shall indemnify CLIENT for and in respect of:
a. any income tax, payroll tax, HECS/HELP contributions, superannuation contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Service Provider shall further indemnify CLIENT against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by CLIENT in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Service Provider or any associate against CLIENT arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of CLIENT.
14.3 CLIENT may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Service Provider.

15. COOPERATION

Each party must do or cause to be done all acts and things necessary or desirable to give effect to, and refrain from doing all acts and things that could hinder performance by any party of, this Agreement.

16. ASSIGNMENT

The Service Provider may assign this Agreement in connection with a merger, acquisition or sale of assets.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties.
17.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.

18. ENTIRE AGREEMENT

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia, and waives any objection to those courts on the grounds of inconvenient forum.







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