These Terms and Conditions (”Terms”) are entered into by and between the Swedish registered company GSS Networks AB, (herein referred as ”Golfsnapshot,” ”we,” or ”us”) and the customer (”Customer” or ”you”) who agrees to these Terms and accesses or uses the Golfsnapshot service (”Service”). These terms and conditions apply to both (1) any free version of the widget and (2) any Order Form executed by Company and Customer. By accessing or using the Service, you agree to be bound by these Terms.
- Subscription Service
1.1. Provision of Service. Subject to these Terms, Golfsnapshot will provide the Service as described in the Order Form. The Service may include updates, new features, or enhancements that Golfsnapshot introduces from time to time.
1.2. Access and Use. Golfsnapshot grants Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Service for the internal business purposes during the Subscription Term.
1.3. Restrictions. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service; (ii) modify, adapt, or create derivative works based on the Service; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service; or (vi) remove any proprietary notices or labels from the Service.
- Subscription Fees
2.1. Fees. In consideration for the access and use of the Service, Customer shall pay the fees specified in the Order Form (”Subscription Fees”).
2.2. Payment Terms. Unless otherwise stated in the Order Form, Customer shall pay all fees within thirty (30) days from the date of the invoice. All payments shall be in the currency specified in the Order Form.
2.3. Taxes. Customer is responsible for all applicable taxes, duties, or similar charges imposed on the Service, excluding taxes based on Golfsnapshot’s net income.
- Customer Data
3.1. Data Ownership. As between the parties, Customer exclusively owns all data and information submitted by Customer to the Service (”Customer Data”).
3.2. Data Protection. Golfsnapshot will maintain appropriate technical and organizational measures to protect Customer Data from unauthorized or unlawful processing and accidental loss, destruction, or damage.
3.3. Use of Customer Data. Golfsnapshot shall use Customer Data solely for the purpose of providing the Service and any related support and Professional Services.
3.4. Data Retention. Golfsnapshot shall retain Customer Data for the duration of the Subscription Term and for a period of thirty (30) days after the termination or expiration of the Subscription Term.
3.5. Data Access. Customer grants Golfsnapshot the right to use, host, store, reproduce, display, modify, adapt, publish, translate, and distribute Customer Data to the extent necessary to provide the Service and fulfill its obligations under these Terms.
3.6. Data Deletion. After the termination or expiration of the Subscription Term, upon Customer’s request received within thirty (30) days after termination, Golfsnapshot shall, at Customer’s direction, delete or return all Customer Data. After such thirty (30) day period, Golfsnapshot shall have no obligation to maintain or provide any Customer Data.
- Intellectual Property Rights
4.1. Reservation of Rights. Golfsnapshot reserves all rights not expressly granted to Customer in these Terms.
4.2. Ownership. Customer acknowledges that Golfsnapshot owns all right, title, and interest in and to the GolfSnapshot Core Technology, including all intellectual property rights.
4.3. Customer Technology. Customer retains all right, title, and interest in and to the Customer Technology.
5.1. Protection of Confidential Information. Each party shall protect the Confidential Information of the other party from unauthorized disclosure, use, or dissemination.
5.2. Permitted Disclosures. Each party may disclose the other party’s Confidential Information to its employees, agents, consultants, and subcontractors who have a legitimate need to know and are bound by written confidentiality obligations.
5.3. Legal Compelled Disclosure. If legally compelled to disclose the other party’s Confidential Information, the receiving party shall promptly notify the disclosing party in writing and cooperate with the disclosing party in seeking a protective order or other appropriate remedy.
5.4. Confidentiality Obligations Post-Termination. The obligations of confidentiality under these Terms shall survive the termination or expiration of the Subscription Term for a period of three (3) years.
- Support and Professional Services
6.1. Support Services. Golfsnapshot shall provide support services to the Customer based on the level of support specified in the Order Form.
6.2. Professional Services. If Professional Services are specified in the Order Form, Golfsnapshot shall provide such services in accordance with the terms and conditions specified therein.
6.3. Fees and Payment. Customer shall pay the Subscription Fees and any applicable fees for Professional Services as set forth in the Order Form.
6.4. Invoicing. Golfsnapshot will issue invoices to the Customer for the Subscription Fees and Professional Services fees, as applicable.
6.5. Payment Terms. Unless otherwise stated in the Order Form, Customer shall pay all fees within thirty (30) days from the date of the invoice.
- Term and Termination
7.1. Term. The Subscription Term shall be as set forth in the Order Form.
7.2. Termination for Cause. Either party may terminate the Service and/or these Terms for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receipt of written notice from the non-breaching party.
7.3. Effect of Termination. Upon termination or expiration of the Subscription Term, Customer’s right to access and use the Service shall cease immediately, and Customer shall promptly cease all use of the Service.
7.4. Data Retention. After the termination or expiration of the Subscription Term, Golfsnapshot shall retain Customer Data for thirty (30) days and then delete or return it as provided in Section 3.6.
- Warranties and Disclaimers
8.1. Warranty of Authority. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
8.2. Warranty of Service. Golfsnapshot warrants that during the Subscription Term, the Service will operate materially in accordance with the Documentation.
8.3. Disclaimers. Except for the express warranties set forth in Sections 8.1 and 8.2, the Service is provided ”as is” and Golfsnapshot makes no warranties, whether express, implied, statutory, or otherwise, and Golfsnapshot specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Limitation of Liability
9.1. Limitation of Indirect Liability. In no event shall either party be liable to the other for any indirect, special, incidental, punitive, or consequential damages arising out of or related to these Terms or the Service, whether based on contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages.
9.2. Limitation of Direct Liability. In no event shall either party’s total liability to the other arising out of or related to these Terms or the Service exceed the amount of Subscription Fees paid or payable by Customer to Golfsnapshot during the twelve (12) months immediately preceding the date of the event giving rise to the liability.
9.3. Exceptions. The limitations of liability set forth in this Section 9 shall not apply to (i) Customer’s payment obligations under these Terms, or (ii) either party’s indemnification obligations under these Terms.
10.1. Indemnification by Golfsnapshot. Golfsnapshot shall indemnify and hold harmless Customer from and against any damages, losses, liabilities, and expenses (including reasonable attorney fees) arising out of any third-party claim that the Service or Software infringes any patent, copyright, or trademark.
10.2. Indemnification by Customer. Customer shall indemnify and hold harmless GolfSnapshot from and against any damages, losses, liabilities, and expenses (including reasonable attorney fees) arising out of any third-party claim related to Customer’s use of the Service, Software (including infringes any patent, copyright or trademark), or Customer Data in violation of these Terms. Marketing materials such as logos etc belonging to the sports league, federation, or organization, whether registered as intellectual property or otherwise should be used on the Customer’s responsibility and shall hold Golfsnapshot free of liability and indemnity.
- Governing Law and Dispute Resolution
11.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws principles.
11.2. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall be settled by arbitration in accordance with the rules of the SCC Arbitration Institute of Sweden.
11.3. Injunctive Relief. Notwithstanding the arbitration provision, either party may seek injunctive relief in any court of competent jurisdiction.
12.1. Assignment. Customer may not assign or transfer these Terms, in whole or in part, without Golfsnapshot’s prior written consent. Any attempted assignment without such consent shall be null and void.
12.2. Notices. All notices, requests, and other communications under these Terms shall be in writing and shall be deemed given when delivered personally or by reputable courier service, or three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the parties set forth in the Order Form.
12.3. Entire Agreement. These Terms, together with any Order Form and other attachments, constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.
12.4. Amendments. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
12.5. Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected or impaired.
12.6. Survival. Sections 3.5, 4, 5, 7.4, 8.3, 9, 10, 11, and 12 shall survive the termination or expiration of these Terms.
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