Terms of Service – Team Conductor

Definitions

"Team Conductor" having its principal place of business at Wickenburggasse 32, 8010 Graz, Austria

"Team Conductor Website" means websites operated by Team Condcutor, including, but not limited to, team-conductor.com, teamconductor.com, wirvereinen.at, wirvereinen.com and byteowls.com.

"Service" means access to Software hosted by Team Conductor on hosting system and provided to users by Team Conductor via the website app.team-conductor.com.

"Server" means the server part of Software that enables administration of user accounts and performs other services.

"Software" means the online software platform Team Conductor.

"User" means an individual or other legal entity using Service, exercising rights under and complying with all of the terms of this agreement. User includes any entity which directly or indirectly controls, is controlled by, or is under common control with User.

For purposes of this definition, "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"User's Data" means all electronic data or information submitted by User via Service or generated as a result of User using Service and stored by Team Conductor on Hosting System.

"Hosting System" means any server, real or virtual, network, Internet connection, infrastructure, hardware and applications used by Team Conductor to host Software.

"URL" means a unique URL to Team Conductor Site that allows User to use Service.

"Privacy Policy" means the Team Conductor Privacy Policy available at our Website.

1. GENERAL

Team Condcutor Site and Service offers access to Team Condcutor' proprietary software platform that provide User a simple and effective method for managing all organisational task, which may arise in a club.

User is granted the right to use Service for evaluation purposes free of charge for a period of time which may or may not be limited by Team Condcutor.

2. USER'S RESPONSIBILITIES

(a) User agrees to:

(i) register on Site for using Service. During registration the User shall provide a valid email address and other information required by registration form;

(ii) obtain an Internet connection, any equipment necessary for such Internet connection, and any third-party software necessary for using Service, including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by Team Conductor, and;

(iii) use Service in compliance with Documentation.

(b) User shall not:

(i) modify, alter, tamper with, repair, or otherwise create derivative works of Service or associated Software (except to the extent Software or any of its parts are provided to User under a separate license that expressly permits the creation of derivative works);

(ii) reverse-engineer, disassemble, or decompile Service or apply any other process or procedure to derive the source code of Service or associated Software;

(iii) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Service or associated Software, or any portions of it, to anyone without the prior written consent of Team Conductor;

(iv) use Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy or copyrights, or;

(v) attempt to gain unauthorized access to Service or to Hosting System.

(i) legality of User's Data and of the means by which User acquired User's Data. If User becomes aware of any User's Data violating this Agreement or any third party rights, User shall immediately remove such User's Data from Service;

(ii) compliance with applicable laws and government regulations;

(iii) configuration of its projects and using Service; and

(iv) keeping User's Service access credentials confidential.

3. TEAM CONDUCTOR'S RESPONSIBILITIES

If User has applied for using Service on Team Conductor Site, Team Conductor will provide User with details required for using Service.

4. PERSONAL DATA

(a) In connection with use of the Software and Service by User, Team Conductor will process User's personal data , in particular, User's contact and identification details and information about User's subscription and payments, for the following purposes:

(i) To provide User with software, services or information;

(ii) To protect Team Conductor from piracy and unlawful use of Team Condcutor software or services;

(iii) To fulfil legal duties required by accounting, taxation, and other laws.

More detailed information about personal data processing for the above-mentioned purposes and about User's rights can be found in the Privacy Policy.

(b) For the above purposes, Team Conductor may process, among others, User's IP address, usernames, passwords, first name, last name, full name and email addresses.

(c) The processing of any personal data that Team Condcutor collects from User is governed by the our Privacy Policy, by this Agreement, and by any other agreement User may have entered into with Team Conductor which specifically addresses the processing of personal data.

(d) User has to keep his/her personal data up-to-date, update the information, and in case any inconsistencies arise with the current state of his/her personal data, report such inconsistencies to Team Conductor.

5. PURCHASE AND PAYMENT

Any User can create a Team Conductor account free of charge. But as soon as he or she creates a club a trail period starts which is terminated automatically and any provided information for the club is deleted rereversible.

If the club should exist beyond the trial period the User is required to purchase a subscription based on the expected data amount, directly in the platform.

This purchase is currently only payable in EUR. Prices in any currency are subject to change by Team Conductor. Prices within a active subscription will not be changed afterwards. The current prices apply as soon as the User creates a new subscription or changes to another subscription model.

Team Conductor is currenlty availiable in european countries and therefore we accept SEPA credit transfer only. We expect payment for a purchased subscription within 5 business days. Not paying the fee will result in automatic deactivation and deletion of the according club along with all data. The availiable payment methods are subject to change by Team Conductor.

Team Conductor ships no physical product.

Team Conductor is sold to clubs whose are subject to local tax in there home country. Team Conductor is currently only availiable in european countries and invoices will include the according VAT based on the country of User's club.

If you decide to end your contract by deleting the club or quiting a subscription. The current subscription will exist until the end of the current payment period. There are no refunds availiable but you can use the club until the end of your subscription.

If you like to purchase a subscription from outside of the European Economic Area please contact us at contact@team-conductor.com.

6. TRIAL PERIOD

(a) User may apply to use Service free of charge for a limited number of days ("Trial Period") via Team Conductor Site. Team Conductor may or may not grant User the Trial Period. When granted, the length of Trial Period is defined by Team Conductor and is stated on Team Conductor Site.

(b) TEAM CONDUCTOR DOES NOT WARRANT THAT ANY USER'S DATA ENTERED BY USER DURING TRIAL PERIOD AND ANY CUSTOMIZATIONS MADE TO SERVICE BY OR FOR USER DURING TRIAL PERIOD WILL BE STORED OR AVAILABLE UPON EXPIRATION OF TRIAL PERIOD. User is responsible for taking measures to prevent any loss of damage of User's Data upon expiration of Trial Period.

TEAM CONDUCTOR RESERVES THE RIGHT TO CHANGE THE TRIAL PERIOD LENGTH AT ANY TIME.

7. OWNERSHIP

(a) Team Conductor retains ownership of all proprietary rights in Service and Software associated or displayed with Service, and in all related trade names, trademarks, and service marks.

(b) Team Conductor does not acquire any rights in User's Data transmitted, collected, or created by User via Service. User retains ownership of all proprietary rights in User's Data.

(c) User grants Team Conductor a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into Service any suggestions, enhancement requests, recommendations, or other feedback provided by User in regards to Service or Software.

8. FEEDBACK

(a) User has no obligation to provide Team Conductor with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to us, then You grant Us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

(b) Team Conductor is authorized to use anonymous technical data concerning usage of Service for Team Conductor' internal statistical purposes.

9. INDEMNIFICATION

(a) User will defend, indemnify, and hold harmless Team Conductor, its affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning:

(i) User's or any User's use of Service;

(ii) breach of this Agreement or violation of applicable law by User or any User;

(iii) User's Data or the combination of User's Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by User's Data or by use, development, design, production, advertising, or marketing of User's Data; or

(iv) a dispute between User and any other User.

(b) Team Conductor will promptly notify User of any claim subject to previous section above, but Team Conductor' failure to promptly notify User will only affect User's obligations to the extent that Team Conductor failure prejudices User's ability to defend the claim. User may:

(i) use counsel of User's own choosing (subject to Team Conductor' written consent) to defend against any claim; and

(ii) settle the claim as User deems appropriate, provided that User obtains prior written consent from Team Conductorbefore entering into any settlement. Team Conductormay also assume control of the defense and settlement of the claim at any time.

10. DISCLAIMER

SERVICE AND THE ASSOCIATED SOFTWARE ARE PROVIDED "AS IS". TEAM CONDUCTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING SERVICE AND/OR SOFTWARE, INCLUDING ANY WARRANTY THAT SERVICE AND/OR SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING USER'S DATA AND CODE, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, TEAM CONDUCTOR DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

11. LIMITATIONS OF LIABILITY

(a) TEAM CONDUCTOR WILL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, INCLUDING, WITHOUT LIMITATION, THE RETRIEVAL, TESTING, VERIFICATION OR DEPLOYMENT OF ANY CODE SUBMITTED FOR TESTING AND/OR DEPLOYMENT), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TEAM CONDUCTOR WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

(i) USER'S INABILITY TO USE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR USER'S USE OF SERVICE AND/OR SOFTWARE;

(ii) TEAM CONDUCTOR' DISCONTINUATION OF THE PROVISION OF SERVICE AND/OR SOFTWARE;

(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF SERVICE AND/OR SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS;

(iv) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE OR SOFTWARE;

(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR USER'S USE OF OR ACCESS TO SERVICE AND/OR SOFTWARE; OR

(vi) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE, ANY OF USER'S DATA.

(b) IN ANY CASE, TEAM CONDUCTOR' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FIVE (5) EUR.

(c) Team Conductor will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12. TERM AND TERMINATION

(a) This Agreement takes effect when User clicks an "I Accept" or "Signup" button or checkbox presented with these terms (the "Effective Date") and shall continue until terminated by either party as provided herein.

(b) User may terminate this Agreement at any time by ceasing use of Service and associated Software.

(i) Team Conductor decides to cease providing Service due to any business, economic, legal or regulatory reason,

(ii) User has breached any provision of this Agreement,

(iii) Team Conductor is required to do so by law.

(d) Team Conductor reserves the right to discontinue to provide Service, in whole or in part, at any time and without cause. In such case, Team Conductor will make reasonable efforts to notify User via email three (3) days prior to termination of the Agreement.

(e) TEAM CONDUCTOR RESERVES THE RIGHT TO CLOSE REGISTRATION FOR SERVICE AND DISCONTINUE THE PROVISION OF SERVICE AT ANY TIME. TEAM CONDUCTOR RESERVES THE RIGHT TO MAKE USER'S DATA AND PROJECTS UNAVAILABLE AT ANY TIME AND DELETE IT AT TEAM CONDUCTOR' DISCRETION.

13. CLOSING PROVISIONS

(a) This Agreement is governed by laws of Austria. All disputes arising from the present Agreement and/or in connection with it shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Austria by three arbitrators in accordance with the Rules of that Arbitration Court.

(b) Team Conductor may modify this Agreement at any time by posting a revised version of the Agreement on the Team Conductor Site. The modified terms will become effective upon posting of a revised version of the Agreement on Team Conductor Site. By continuing using Service after the effective date of any modification to this Agreement, User agrees to be bound by the modified terms. It is User's responsibility to check the Team Conductor Site regularly for modifications to this Agreement.

(c) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between the parties.

(d) Sections 6, 7, 8, 9, 10, 11, 12 (a) and 12(b) shall survive any termination or expiration of this Agreement.

(e) There are no third-party beneficiaries to this Agreement.

(f) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

For exceptions or modifications to this Agreement, please contact Licensor at:

Address: Wickenburggasse 32, 8010 Graz, Austria

Email: contact@team-conductor.com

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