END USER LICENCE AGREEMENT
Welcome to League.Exchange, an online platform and tool designed to help amateur and professional sport organisations, clubs, academies, directors, player agents and representatives, players and league and tournament organisers manage their information and documentation and negotiate and transact via a single platform.
This licence agreement (“Agreement”) is a legal agreement between you and League.Exchange Limited, a company registered in England (company number 11712964) and with registered address at 727-729 High Road, London, United Kingdom, N12 0BP (“League Exchange”, “us”, “we”). It sets out the terms by which you may access the League.Exchange software (“Software”), the data available therein and the corresponding electronic materials and/or documents (“Documents”) that we may make available from time to time and is binding on you from the time you confirm acceptance below so it is important that you PLEASE READ IT CAREFULLY.
We license use of the Software and Documents to you on the basis of this Agreement. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times. You should print a copy of this Agreement for future reference.
BY CLICKING ON THE “ACCEPT” OR “CONFIRM” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT CLICK THE “ACCEPT” OR “CONFIRM” BUTTON AND YOU MAY NOT ACCESS THE SOFTWARE OR DOCUMENTS.
- RIGHT TO USE THE SERVICE
- You are only entitled to use the Software and Documents if and for so long as you have been granted access as an authorised user by an authorised company, organisation or person that has purchased a subscription from us (“Customer”) or if you have been invited by any such Customer or authorised user to use the Software in order to participate in a particular transaction or contribute any data, information or materials from time to time.
- Subject to and conditional upon your compliance with the terms of this Agreement, we grant to you a non-exclusive, non-transferable right to use the Software and Documents solely for your internal business purposes and subject to any restrictions applicable to your user account in accordance with the subscription tier that applies to your use of the Software and Documents.
- The Customer that has invited you to use the Software (or an administrative user acting on their behalf) will determine the particular user role, authority and functionality available to you when using the Software from time to time in accordance with the subscription tier purchased by the Customer. If you have any queries about this, you should approach the relevant Customer in the first instance because League Exchange will not overrule decisions made by the Customer.
- If we consider, in our sole discretion, that you are in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we deem necessary to protect the Software and other users, which may include without limitation: (a) withdrawing your right to use the Software and/or Documents; (b) removing any or all data, information, materials and/or documents that you provide or input through your use of the Software (collectively, “User Materials”); (c) take legal proceedings against you; and/or (d) disclose any information to law enforcement authorities we consider necessary or as required by law.
- YOUR OBLIGATIONS
- Except as expressly set out in this Agreement or permitted by law, you shall not: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Documents in order to build a product or service which competes with the Software.
- You must keep your username and password for the Software secure and confidential and not allow any other person to use it to access the Software or Documents and you shall promptly notify League Exchange in writing if you become aware of any such unauthorised access or use.
- When using the Software and Documents, you shall: (a) comply with all applicable laws and regulations in connection with your activities; (b) obtain and maintain all necessary licences, consents, and permissions necessary to perform its obligations under this Agreement (including in relation to use of User Materials); (c) ensure that your network and systems comply with the relevant specifications provided by League Exchange or stated in the Documentation from time to time; (d) not use, or misuse, the Software in any way which may impair the functionality of the Software or website on which it is hosted, or other systems used to deliver the Software or impair the ability of any other user to use the Software or website; (e) ensure that any information you provide us about yourself at any time will be true, accurate, current and complete and that you will ensure that this information is kept accurate and up to date; (f) not attempt to gain unauthorised access to any materials other than those to which it has been given express permission to access; and (g) not access, store, distribute or transmit any viruses, trojan horses, malicious code or any material during the course of its use of the Software or otherwise use the Software in any way that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability.
- INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual property rights (including, without limitation, any and all copyright, trademarks, trade names, domain names, rights in logos, confidential information, trade secrets and know-how, design rights, patents, all rights of whatsoever nature in computer software and data, rights in databases and privacy rights) in and to the Software and the Documents and all content incorporated therein shall, as between you and us, belong to and be owned by League Exchange and that, except as expressly stated in clause 1, this Agreement does not grant you any rights in or to the Software or Documents. In particular, you have no right to access or use the Software in source code form.
- You hereby grant to League Exchange a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive licence to copy, transmit, display, view, reproduce, store, adapt, edit, translate and use the User Materials to the extent reasonably required for the provision of the Software to you and other users, the exercise of our rights under this Agreement and for the provision and improvement of the Software.
- CONFIDENTIALITY AND PRIVACY
- WARRANTIES, ACKNOWLEDGEMENTS AND LIABILITY
- You represent, warrant and undertake that your provision of any and all User Materials is made in compliance with all applicable laws and the processing and use of such User Materials by or on behalf of the you shall not cause League Exchange to breach any applicable law or infringe the rights of any third party.
- You acknowledge and agree that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software, as described in the Documents, meet your requirements. You hereby acknowledge that complex software is never wholly free from defects, errors and bugs and relies on the availability of third party services. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. Subject to the other provisions of this Agreement, the Software is provided on an “as is” basis and League Exchange gives no warranty that the Software will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you through the Software will meet any particular requirements.
- Nothing in this Agreement excludes the liability of either party for death or personal injury caused by the other party’s negligence or for fraud or fraudulent misrepresentation or for any other forms of loss to the extent that they cannot be excluded under applicable law. Subject to the foregoing, League Exchange excludes all liability and responsibility and shall not be liable to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss of profits, loss of business or opportunity, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any direct, indirect, special or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement.
- This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents to you. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- Nothing in this Agreement confers or purports to confer a benefit to any person other than you and League Exchange has no responsibility to any person other than you under this Agreement. If you use the Software or Documents on behalf of or for the benefit of any third party (whether a body corporate or otherwise), you hereby acknowledges and agrees that you are responsible for ensuring that you have the right to do so.
- The Software may include information and materials uploaded by League Exchange or other users of the Software. This information and these materials have not been verified or approved by us and we make no representations, warranties or guarantees, whether express or implied, that any such information or materials or other content made available via the Software is accurate, complete or up to date. The content made available via You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content made available via the Software.
- You shall defend, indemnify and hold harmless League Exchange from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (a) the use by League Exchange of User Materials in accordance with the terms of this Agreement; (b) the breach of this Agreement by you.
- If the Customer through which you are entitled to access the Software and Documents ceases to have a valid and subsisting subscription or licence with us to use the Software and Documents, your right and access to use the Software and Documents shall also cease.
- Without prejudice to any other right or remedy available to it, we may terminate this Agreement immediately if you commit a material or persistent breach of this Agreement which, if such material breach is remediable, you fail to remedy within 7 days of being notified of such material breach.
- Without prejudice to any other right or remedy available to it, we may at any time and without notice suspend for any definite or indefinite period of time your access to the Software in whole or in part if we: (a) determine that you have materially breached this Agreement or otherwise failed to comply with the restrictions specified in this Agreement; (b) are ordered to do so by any regulator, law enforcement or any other government or sporting body that has jurisdiction over us or you; or (c) determine that such action is necessary to protect or maintain the Software, to prevent fraud or misrepresentation by affirmative acts and/or omissions or to protect us or other users of the Software.
- Upon termination or expiry of this Agreement for any reason: (a) all rights granted to you under this agreement shall cease and you shall immediately cease to use the Software and Documents and any other activities authorised by this Agreement; (b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of shall not be affected or prejudiced; and (c) any clause or provision of this Agreement that is expressly or impliedly stated to survive termination shall do so.
- HELP DESK AND COMMUNICATIONS
- In the case of questions or issues relating to your access to the Service or certain functionality thereof, you should contact the applicable Customer that authorised you access to the Software. In the case of technical problems, you should first consult our help pages found at League.Exchange here INSERT HYPERLINK TO ONLINE HELP PAGES before contacting League Exchange. If you still need technical help, you can email us at email@example.com.
- We may update this Agreement at any time on notice to you at any time, effective upon the posting of a modified version of this Agreement and we will endeavour to communicate any material changes to you via email or notification when you next access the Software. An up-to-date version of this Agreement will be displayed on the website through which you access the Software and by continuing to use and access the Software or Documents following any amendments, you agree to be bound by the variations made by us. It is your responsibility to check the terms of this Agreement from time to time to verify such amendments. We may add, change, discontinue, remove or suspend any other content displayed on this website, including features and specifications of products and services described or depicted on the website, temporarily or permanently, at any time, without notice and without liability.
- If we need to contact or communicate with you, we will use the latest email address that you have provided for your user account.
- This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between you and League Exchange relating to the Software and the other matters dealt with in this Agreement. Each party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this Agreement.
- Nothing contained in this Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.
- If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- You may not assign or transfer any rights or obligations under this Agreement to any other person without our prior written consent. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
- If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will remain in full force and effect.
- This Agreement (and any non-contractual disputes or claims arising in connection with it) is governed by the laws of England and Wales and you hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
Last Updated: September 2021