This Double Pass e-learning platform license agreement (the “Agreement“) provides the terms and conditions pursuant to which Double Pass NV, having its registered office at Witte Patersstraat 4, 1040 Brussels, Belgium, registered under company number 0869.780.984 (“DP”) is willing to grant you or the legal entity to which you belong for the purposes of your use of the Platform, as applicable, (the “Licensee“) a limited right to use the Platform.
By clicking on the “next” button, Licensee accepts the terms and conditions of this Agreement and agrees to be bound by this Agreement. The “Effective Date” means the date of your first access to the Platform.
- License Grant. Subject to all the terms hereof, DP grants to Licensee during the License Term (as defined in Section 10 below) a non-exclusive, non-transferable right to access through a web interface the double pass e-learning modules purchased on the Platform solely for Licensee’s internal business purposes. In case Licensee is a legal entity, the use of an e-learning module is restricted to one single user within Licensee for which the e-module was purchased (use of the same e-learning module by another user requiring a separate purchase of that e-learning module by Licensee). “Platform” means DP’s proprietary football talent development e-learning web application. “Content” means football related e-learning modules and any graphics, photographs, video, text, audio and other information, data and materials (whether or not contained in those modules) available through the Platform.
- Delivery. DP will provide Licensee with credentials to access the Platform. Licensee will maintain appropriate security safeguards to protect Licensee’s access credentials to the Platform, will be fully responsible for any activity through the use of these credentials and will notify DP immediately if it learns of any unauthorized use or access. Licensee is strictly prohibited from disclosing its credentials to any third party. Licensee will provide reasonable information to DP as may be necessary to initiate Licensee’s access to the Platform. Licensee acknowledges that DP may continually develop and provide ongoing innovation to the Platform, in the form of new Content, functionality and efficiencies. Accordingly, DP reserves the right to modify the Platform from time to time.
- No Copies. Licensee shall not make copies of the Content. Licensee shall not remove or obscure any copyright and/or trademark notices or other proprietary notices in the Content.
- Derivative Works. Except to the extent expressly permitted by mandatory law, Licensee shall neither modify, adapt, merge or create derivative works of the Platform or the Content nor electronically transfer into another computer language, translate, reverse engineer, reengineer, decompile or disassemble the Platform or otherwise attempt to derive the source code from the Platform.
- Other Restrictions. Licensee may not license, distribute, market, rent, lease, lend, sell, transmit, share or otherwise make the Platform or any Content available to any third party. Licensee may not use the Platform to act as a service bureau, in whole or in part, for any other person or entity. Licensee shall not directly or indirectly use any of DP’s Confidential Information, the Platform or the Content to create any service, platform or documentation that performs substantially the same functionality as the Platform.
- No Other Rights. Licensee acknowledges that it obtains no ownership rights in the Platform or any Content under the terms of this Agreement. All rights (including but not limited to trade secrets, trademarks and copyrights) in the Content and the Platform and its underlying technology are, shall be and will remain the property of DP and its licensors. Any copies of the Content made by Licensee in breach of Section 3 remain the property of DP.
- Warranty and Liability. DP grants Licensee the right to access and use the Platform and Content “as is”. Licensee assumes total responsibility and risk for its use of the Platform and Content. Except to the extent prohibited by mandatory law, DP does not make, and expressly disclaims, any express or implied warranties or representations of any kind whatsoever, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, quality, accuracy, completeness and the warranties of title or non-infringement. DP does not warrant that the Platform or Content is error-free. Nothing in this Agreement shall limit DP’s liability for wilful misconduct or any other liability to the extent it cannot be limited under mandatory law. Except to the extent expressly set forth hereinabove, DP shall in no event be liable for (a) any incidental, consequential, or indirect damages (including, without limitation, damages for loss of profits, business interruption, loss of programs, data or information, and the like) arising out of the use of the Platform or the Content, even if DP has been advised of the possibility of such damages; (b) any claim attributable to errors, omissions, or other inaccuracies in the Platform or Content; or (c) any claim by any third party. Except to the extent such limitation would not be permitted under applicable mandatory law, the total liability of DP to Licensee for all claims relating to the Platform, the Content and this Agreement shall not exceed the aggregate fees paid to DP under this Agreement during the twelve months preceding the date that the claim is made giving rise to the liability. As used in this section, “DP” includes its affiliates. Claims for damages must be made by Licensee within six months of the incident to which they relate or be forever barred.
- Maintenance. During the Term, DP shall use reasonable efforts to remedy any errors in the Platform. DP is under no obligation to update or upgrade the Platform in any way.
- Feedback. DP in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Licensee to DP in connection with its use of the Platform or Content (all reports, comments and suggestions provided by Licensee hereunder constitute, collectively, the “Feedback”). Licensee hereby grants to DP a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up, royalty-free right and license to incorporate the Feedback into the Platform and Content
- Term. This Agreement enters into force on the Effective Date and shall terminate on an elearning module-by-e-learning module basis thirty-one (31) days after the respective e-learning module was purchased by Licensee (the “License Term”).
- Termination. This Agreement will automatically terminate without further notice, without court intervention and without such termination giving right to any indemnify by reason of such termination (and DP may immediately suspend Licensee’s access to the Platform) (a) in the event of a material breach of this Agreement which is not cured within ten (10) days of written notice thereof, or (b) in the event (and on the date) of a material breach of this Agreement which cannot be remedied (including a breach of Sections 1, 3, 4, 5 or 12). Upon termination, all licenses granted to Licensee herein shall terminate. Such termination shall be without prejudice to any other rights or remedies of DP under this Agreement or applicable law. Termination shall not relieve either party of its obligations which by their nature are intended to survive termination.
- Confidentiality. Licensee acknowledges that any information supplied to it by DP (including but not limited to the Content, the terms of this Agreement, the consideration paid, the look and feel of the Platform, and any features of and performance information on the Platform) is confidential and undertakes to keep secret any such information until it enters the public domain through no fault of Licensee. Licensee shall not without DP’s prior written consent disclose the information to any third party, nor use the same for any purpose other than exercising its rights under this Agreement. Licensee shall prevent any of the information becoming known to third parties.
- Data Protection. Each party will fully comply with its respective obligations under all applicable privacy and data protection laws and regulations, including – as applicable – the General Data Protection Regulation EU2016/679.
- Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law rules. The Dutch speaking courts of Brussels, Belgium are exclusively competent for any disputes arising in connection with this Agreement.
- Assignment. Neither this Agreement nor any of Licensee’s rights or obligations hereunder can be assigned, sublicensed, or transferred (in insolvency proceedings, by mergers, acquisitions or otherwise) by Licensee without the previous written consent of DP. Any assignment or other transfer which is inconsistent with the foregoing shall be null and void ab initio. DP may assign all or a portion of its rights or obligations hereunder.
- Entire agreement. This Agreement constitutes the entire agreement between DP and Licensee with respect to the subject matter of this Agreement and supersedes all previous agreements, arrangements or undertakings between those parties relating to the subject matter of this Agreement.
- Miscellaneous. In the event that any provision hereof shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This Agreement may not be modified or amended except by a writing signed by the parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. DP shall have the right to reference Licensee as a user of its Platform for marketing purposes. References to “Licensee” herein, for purposes of establishing the permitted use of the Platform and Content, do not include the operations of any affiliated entities