Terms and Conditions

FrogCo Pty Ltd (Australian Business Number 64 673 020 516), trading as FrogBox, provides organisations with various sports management technology solutions to access and use over the internet.

Whether you are based in the UK, Europe or anywhere else in the world, this agreement is entered into between you and FrogCo Pty Ltd (we, us, our).

By ticking the “I agree to the Terms & Conditions” box or registering your details with us or using, ordering or paying us for Apps, goods or services, you acknowledge that (i) you have read and understood this Agreement (ii) you are an Authorised Representative of your Organisation and capable of binding your Organisation, and (iii) you agree to this Agreement on behalf of yourself and your Organisation. If you do not agree then you must immediately cease using the Apps and we will terminate your access and use of the Apps and cease providing goods or services.

1.1 Subject to your prompt payment of Fees and your compliance with and observation of any restrictions, limitations or permissions imposed under this Agreement and any Plans, we:

(a) grant you a non-exclusive, non-transferable, revocable, limited right to access and use, during the Term, those Apps that you order from us from time to time for the sole purpose of your Personnel or invitees undertaking various sports management functions; and

(b) will provide you those Frogbox Streaming Kits that you order from us from time to time.

1.2 References in these terms to ‘access’ to or ‘use’ of the Apps means:

(a) in the case of software, accessing or using its functionality remotely over the internet; and

(b) in the case of physical products sold to you, including Frogbox Streaming Kits, acquiring them and using them as intended.

1.3 We do not deliver or install, and you are not entitled to receive or install physical copies of software, source code, object code or other components of the Apps other than downloadable versions that we make available from time to time.

1.4 Certain Apps or their features and functions might be subject to:

(a) usage, time, storage, bandwidth or other restrictions or limitations as detailed in our Plans that are available for you to order from us from time to time; or

(b) age, location (including geo-blocking), safeguards, security or other restrictions or limitations to comply with the law and the policies of us, our Affiliates or a Governing Body; or

(c) restrictions, limitations and permissions based on individual, Personnel or Organisation user types, which might include super administrator, administrator, club, coach, manager, agent, player, parent, guardian, fan, Governing Body, media or broadcast agency or partner, or such other designations.

1.5 You are required to obtain and maintain the devices, equipment, hardware, software, telecommunications and internet services, third-party services and the like (e.g. YouTube account, mobile/tablet, computer, audio and video capture equipment, any ordered Frogbox Streaming Kits) needed for you and your Personnel to access or use the Apps.

1.6 You are also responsible at your cost for maintaining the integration and data exchange (if any) between your computer system and the Apps unless you place and we accept an order for us to provide professional services to you in this regard.

1.7 Access to and use of the Apps may be impaired or prevented by a variety of factors that are beyond our control e.g. environmental or site conditions, user error, problems with your equipment or internet connectivity. Such factors do not constitute defects in the Apps.

1.8 Notwithstanding anything else in this Agreement, we may customise, modify, enhance, adapt, Update or replace the Apps in our discretion, and references in these terms to the ‘Apps’ includes such customisation, modification, enhancement, adaptation, Update or replacement.

1.9 Notwithstanding clause 1.5, if we agree to perform work at your direction that is not specified in this Agreement, then the work will be considered services and you agree to pay us for those services at our then current time and materials rates until such time as alternate payment arrangements are mutually agreed.

1.10 We or a Governing Body might, with or without notice, and without liability, remove, take down or redact some of your Customer Content (in part or whole) from certain Apps, including Match Centres, Lilypad or Sponsored Apps. Additionally, upon your request, the request of a Governing Body or any person impacted by Customer Content we might remove, take down or redact some of your Customer Content (in part or whole) from certain Apps, including Match Centres, Lilypad or Sponsored Apps.

You agree to:

2.1 only use or attempt to use the Apps in accordance with this Agreement and any restrictions, limitations or permissions attributable to your user type;

2.2 only use or attempt to use the Apps in your own right and not on behalf of or in imitation of a third-party;

2.3 comply with the current editions of Documentation we provide or make available to you and reasonable directions that we may issue from time to time regarding your use of the Apps, including any Acceptable Use Policy;

2.4 promptly inspect and report to us any material errors, defects or malfunctions in your orders and the Apps that you experience or observe;

2.5 not use the Apps or any of our know-how or information you obtain for outsourcing, service bureau, resale or other commercialisation purposes;

2.6 not do or refrain from doing anything calculated to damage, disrupt, impair or jeopardise the Apps or related systems or our ability to provide you or others with access to the App/s or our services;

2.7 not to attempt to gain unauthorised access to the Apps, related systems or another customer’s data;

2.8 not purport to grant any interest in, sub-licence of or derivative right to use the Apps, except as permitted by clause 1.1;

2.9 complete the necessary steps and processes, including the Handling of Customer Content, necessary to access, use and create your instance of the Apps;

2.10 cooperate with us in good faith and provide commercially reasonable assistance and timely access to materials that we reasonably require;

2.11 provide timely instructions, decisions and approvals;

2.12 comply with all applicable laws, including intellectual property, privacy and classification laws;

2.13 procure from your third-party service providers and licensors the consents and actions (if any) which are required in order for us to deliver the Apps to you;

2.14 be responsible (that is, we and our Affiliates are not responsible) for Customer Content, including where you request us or our Affiliates to Handle such Customer Content on or via the Apps for you or on your behalf or Integrate the Customer Contentto third-party platforms, such as YouTube. You are also responsible for your Personnel’s or any third-party’s creation (in part or full) of or reliance on Customer Content;

2.15 ensure that Customer Content, including anything that can be heard or seen in the background, is not defamatory, discriminatory, harassing, insulting, libellous, obscene, racists, slanderous or otherwise offensive, harmful or unlawful;

2.16 maintain and action:

(a) the accuracy, completeness, correction and deletion of; and

(b) any required permissions and opt-in or opt-out requests from;

your users, members or third parties whose details or personal information might be Handled with, via, on, to or from the Apps; and2.17 be responsible (that is, we and our Affiliates are not responsible) and liable for the use of the Apps by your Personnel and ensure that your Personnel do not do, or fail to do, anything that would breach this Agreement if you did, or failed to do, that thing.

3.1 The Apps may integrate with, communicate with or allow you, third parties and us to access our, third-party or open source content, environments, platforms, services, software or websites, including other Apps, authentication services, streaming platforms, social media platforms, including those owned, operated or licensed by a Governing Body (“Integrations”).

3.2 We provide these Integrations in good faith; however, we are not responsible and disclaim all liability in connection with any third-party platforms, including the past, present or future integration with or availability, functionality, longevity, performance, robustness, stability or security of those platforms.

3.3 If necessary, you must maintain your own account or subscription or relationship with such third-party (including Governing Body) platforms and ensure that you understand, agree to and comply with any usage policies, restrictions and limitations or terms and conditions applicable to those third-party platforms.

3.4 You grant us and our Affiliates permission to Integrate on both your and our behalf, including the transmission and dissemination of your Customer Content, in furtherance of the Integration functionality within and your use of the Apps and the performance of this Agreement.

3.5 Without limiting the foregoing:

(a) we might or we might enter arrangements with third parties (including a Governing Body) to license, pay for, subsidise or make available to you certain Apps (“Sponsored Apps”);

(b) if so, your access and use of the Apps, including the Sponsored Apps, might be dependent upon your agreement to usage policies, restrictions and limitations or terms and conditions imposed by us or the relevant third-party (“Sponsored T&Cs”); and

(c) we, our Affiliates or the relevant third-party, may directly or indirectly, with or without the assistance of third-parties, commercialise or monetise the Sponsored Apps and any Customer Content (in part or whole) the Sponsored Apps Handle, including media rights, naming rights, the insertion of Onscreen Graphics, the distribution, streaming or transmission of your Customer Content, including highlight and highlight reels without the need to pay or account to you.

4.1 We may provide you with access to Documentation.

4.2 You must use the Apps in accordance with the Documentation, failing which you will be in breach of this Agreement and the Apps may not function as intended.

4.3 You may make a reasonable number of copies of the Documentation it to support your permitted use of the Apps.

4.4 Documentation is our or our supplier’s confidential information and intellectual property and is provided to you by way of loan for the Term.

5.1 We will issue you and your Personnel with “Administrative Credentials” (i.e. user names and passwords) to allow you to set up user types and permissions for your Personnel within the Apps and if applicable, to access certain data about use of the Apps by your Personnel. Notwithstanding the foregoing, pursuant to clause 1.4 we might establish restrictions, limitations and permissions attributable to each user type.

5.2 You are responsible for keeping your Administrative Credentials confidential and may only disclose them to your Personnel on a need-to-know-basis. You are responsible for the activities performed by you, your Personnel and third parties using your Administrative Credentials.

5.3 You agree to promptly notify us if you become aware that an unauthorised third-party has become aware of your Administrative Credentials, so that they can be de-activated and replacements issued.

5.4 Without limiting clause 2.17 or this clause 5 you agree that the acts and omissions of your Personnel are taken to be your acts and omissions.

6.1 Our Fees and Plans are made available to you at the time you order access to an App or App feature or Plan.

6.2 Your access and use of an App, or its features, might be subject to usage, time, bandwidth or other restrictions or limitations and we may charge you additional Fees to overcome or comply with such restrictions or limitations.

6.3 You may upgrade your current Plan upon payment of additional Fees and the upgrade could take a few days to become effective. You cannot downgrade your current Plan except upon renewal.

6.4 We will email invoices to you to your Authorised Representative for payment or request payment via credit card within an App or on our website at time of purchase.

6.5 Unless indicated otherwise, Fees are ordinarily expressed inclusive of relevant GST/VAT and such Fees may change in line with changes in the rate of the relevant GST/VAT. If, whether expressly or due to error, any of our Fees are:

(a) expressed as ‘plus’ or ‘exclusive’ of GST/VAT; or

(b) we have applied the wrong GST/VAT law or rate (including 0%);

then we reserve the right to charge you and you must pay us the relevant and correct GST/VAT applicable to such Fee.

6.6 Upon our request, including when you register or renew to use an App or sign up to a Plan or place an order, you must provide us with a valid and current credit card and/or direct debit request and update the credit card / direct debit details from time to time so that they remain current.

6.7 You authorise us to charge or debit our Fees and other monies owing to us against the then current credit card or bank account on file.

6.8 You must pay our Fees in full and without set-off, withholding or deduction within 7 days’ of the date of invoice or immediately upon ordering an App or Plan or at such agreed intervals, e.g. monthly, in the case of Plans that you order.

6.9 We may charge you interest on any amount which remains unpaid, at the rate of 12% per annum, calculated daily, compounded at the end of each calendar month, from the date the amount was first due until the date we receive payment in full.

6.10 We can charge you and you indemnify us for any debt recovery or legal fees, on a full indemnity basis, related to the recovery of unpaid Fees from you.

6.11 We can amend our Fees at any time and our then current Fees will either appear on our website or otherwise be provided or quoted to you, including upon renewal, from time to time.

6.12 Subject to this Agreement, title (if any) in any App will not pass to you until we receive full payment for the App. Risk in any App immediately passes to you when you receive the App and until title (if any) in such App passes to you you must insure the App for its full replacement value on a new-for-old basis.

6.13 Apps will be delivered to you as agreed between us. Failing such agreement, Apps will be delivered as advised by us. In the case of software, delivery will normally occur via the internet (eg, download, online access, registration or login). In the case of products, delivery can occur via post, courier, personal delivery or pick-up from our office. Delivery in accordance with your instructions (such as leaving them at a location or delivering them to a person) is entirely at your risk.

7.1 If you have a good faith dispute regarding an invoice, you authorise the payment or agree to pay the undisputed amount by its due date and provide us with written notice of the reason for any disputed amount prior to the due date for payment of the invoice so that you and we can seek to promptly resolve the issue.

7.2 In addition, and without limiting any other rights, we may suspend your use of and access to the Apps following at least 7 days’ prior written notice to you if:

(a) you have failed to make payment of an undisputed amount by its due date; or

(b) the amounts in dispute under this Agreement in aggregate, reach more than 15% of your annual Fees as forecasted by us.

8.1 We acknowledge and agree that as between the parties, you are the exclusive owner of and entirely responsible and liable for Customer Content.

8.2 You grant us, and our Related Entities, Personnel and subcontractors, , opposition cricket clubs, teams, players and their respective Personnel, and any media, broadcasters, partners or Governing Body with which we have entered a contract, an irrevocable, perpetual, royalty free, transferable, sub-licensable and non-exclusive license and right to communicate, copy, create highlight clips, highlight reels and highlight playlists, distribute, edit, host, Integrate, make public, modify, overlay Onscreen Graphics, store, broadcast, stream, summarise and use Customer Content to the extent reasonably required to perform this Agreement, make the Apps available foryour access or use, fulfil a Plan, promote us, the Apps, you or Customer Content, commercialise or monetise the Apps, disseminate and publish player or game information and statistics, results or highlights directly or via the media, broadcasters, partners or a Governing Body, fulfil any duty or obligation we owe to a Governing Body or third party, or as required by law.

8.3 You grant us, and our Related Entities, Personnel and subcontractors, opposition cricket clubs, teams, players and their respective Personnel, and any media, broadcasters, partners or Governing Body with which we have entered a contract, an irrevocable, perpetual, royalty free, transferable, sub-licensable and non-exclusive license and right to use any Stats & Data related to you and your Personnel.

8.4 Without limiting clause 8.2 you agree and acknowledge that any Customer Content or Stats & Data featuring an opposition cricket club, team, player or Personnel may be accessed and used by that opposition cricket club, team, player or Personnel, providing that the opposition cricket club, team, player or Personnel has validly registered with us and has the right to access and use the Apps.

8.5 Subject to clause 8.1, you acknowledge and agree that as between the parties, we are the exclusive owner of all right, title and interest (including intellectual property rights) and know how in the Apps, other than any Apps comprising physical products sold to you, including any Frogbox Streaming Kits. This includes all components used to access and use the Apps, such as Documentation, training materials, design libraries, APIs, website development tools, technical documentation, support technologies, methodologies and similar materials.

8.6 You do not acquire any rights or licences in or to the Apps other than the limited right to access and use the Apps pursuant to this Agreement and within the functional and technical specifications of the Apps.

8.7 Our ownership of the Apps extends to Updates, suggestions for Updates (whether or not requested by or specifically developed for you) and new material developed while you access or use the Apps but excludes Customer Content.

8.8 We may commercialise or monetise the Apps, directly or indirectly, with or without the assistance of third-parties, and without the need to pay or account to you even though your Customer Content may be Handled by the Apps.

8.9 You must not yourself, or directly or indirectly allow or cause a third-party to, copy, reproduce, recompile, reverse disassemble, decompile or reverse engineer the whole or any part of the Apps or any locking or security device used or supplied with the Apps or otherwise attempt or allow any other party to attempt to decode or obtain the algorithms by which Apps perform functions.

8.10 You must not remove, alter or tamper with any non-disclosure, confidentiality, intellectual property or ownership designations on the Apps, including the following symbols ©, TM, SM, ® or ℗.

9.1 We use commercially reasonable efforts to keep our Apps secure so that your use of and the data you transfer to or from our Apps is not accessible by unauthorised third parties. You are responsible for the security, care, insuring and safekeeping of any Apps in your possession, including any Frogbox Streaming Kits, or Apps loaded onto your, your Personnel’s or your third-party provider’s hardware, devices, equipment or servers.

9.2 We endeavour to protect our equipment and Apps against viruses, malware, ransomware, cyber-attacks, trojan horses, worms, time bombs and other similar harmful code or actions which may affect the Apps, as well as vulnerabilities which may expose our equipment and Apps to the risk of intrusion or attack (“Attacks”). We do not, however, guarantee such protection.

9.3 You agree to take reasonable steps to prevent Attacks or unauthorised access to our Apps, for example, by keeping your Administrative Credentials confidential and installing & maintaining anti-virus software on your hardware, devices or equipment.

10.1 Each party (“recipient”) will, and agrees to ensure that its Personnel, Related Entities, agents, sub-contractors and advisers:

(a) keep confidential, all Confidential Information provided by the other party (“discloser”) in connection with this Agreement or which the recipient otherwise obtains access to in connection with this Agreement;

(b) only use Confidential Information for the purposes of performing its obligations and exercising its rights under this Agreement;

(c) only disclose Confidential Information to the recipient’s Affiliates, Personnel, Related Entities, agents, sub-contractors and advisers on a ‘need to know’ basis to the extent required to perform its obligations and exercise its rights under this Agreement;

(d) only disclose Confidential Information to third parties on a ‘need to know’ basis in consequence of any potential assignment of this Agreement or a party’s business, assets, debt or equity or that of its Related Entity or in consequence of any potential issuance of debt or equity by a party or its Related Entity; and

(e) except as set out in this clause, or as required by law or in order to comply with the requirements of any stock exchange, not disclose Confidential Information without the prior written consent of the discloser acting in its absolute discretion.

10.2 We will comply with our privacy policy. Each party must comply with its respective obligations under any privacy laws or regulations that apply to such party, including (ifapplicable) the Australian Privacy Act 1988 or the EU GDPR or equivalent laws or regulations in other jurisdictions. Without limiting the foregoing and irrespective of whether privacy laws apply to you, you must provide all required disclosures to and obtain all required consents from each person in respect of any personal data or information of that person (“PI”) that you Handle or provide to us or upload to the Apps or that’s contained in Customer Content, including any name, date of birth, age, statistic, audio, video or image of those people, and you hereby authorise us and our Affiliates, on your own behalf and on behalf of each of those persons, to handle and deal with that PI as we see fit in the performance of this Agreement, including in the exercise of our rights and fulfilment of our obligations under this Agreement. Notwithstanding or limiting our privacy policy we may transfer the PI in our possession to a third party in consequence of the sale by us and purchase by that third party of our business or assets or to an Affiliate in consequence of clause 17.3.

10.3 Subject to clauses 10.4 and 10.5, on termination or expiration of this Agreement for any reason, the recipient will, upon request of the discloser, return to the discloser or destroy all Confidential Information of the discloser in the recipient’s possession.

10.4 The recipient may retain a copy of the discloser’s Confidential Information to the extent required to comply with its legal obligations and record keeping requirements. If the recipient does so, it must continue to protect the Confidential Information in accordance with these terms.

10.5 In certain circumstances:

(a) we might not be able to return, destroy or maintain copies of all Confidential Information, particularly if stored in App databases and if so then we are not obliged to comply with clause 10.3; and

(b) returning Confidential Information, particularly if stored in App databases is time consuming and technically challenging, if so then at your request and cost we might, but we’re not obliged to do so.

10.6 You consent to us using outside of this Agreement aggregated information regarding use of the Apps by you and your Personnel (e.g. total players, aggregated statistics, etc), including for statistical, reporting and benchmarking purposes. This information will only be used on an aggregated basis and must not include personal information through which you or your Personnel could be identified, subject to any other:

(a) agreement entered into by us with; or

(b) consent directly or indirectly granted to us from;you or any Governing Body.

11.1 Despite clause 10, You grant us a royalty-free, perpetual right to use your Marks in any medium to promote your current and prior use of the Apps.

12.1 Each party warrants to the other that it has the power to enter into this Agreement and perform its obligations under this Agreement.

12.2 The Authorised Representative warrants that he or she has the power to enter into this Agreement on behalf of the Organisation and contractually bind the Organisation to this Agreement.

12.3 Subject to clause 3.1, we warrant to you that the Apps and your use of them in accordance with this Agreement do not infringe the intellectual property of any third-party. You warrant to us that the Customer Content, or parts thereof, and our use of it in accordance with this Agreement does not infringe the intellectual property, confidential information or trade secret of any third-party including any copyright in music, logos or trademarks, whether registered or unregistered.

12.4 To the extent permitted by law, all warranties not expressly stated in this Agreement, including any implied warranties of merchantability and fitness for a particular purpose are excluded from this Agreement.

12.5 The Apps are provided ‘as is’. We assume no responsibility for any error, omission, communications line failure, theft or destruction or unauthorised access to, or alteration of the Apps. We do not warrant that the operation of the Apps will be uninterrupted or error-free.

12.6 If any legislation implies a guarantee, condition or warranty (a “non-excludable term”) into this Agreement in respect of goods or services supplied, and our liability for breach of that non-excludable term may not be lawfully excluded but may be limited, clauses 12.4 and 12.5 do not apply to that liability and instead our liability for any breach of that non-excludable term is limited to:

(a) in the case of a supply of goods, us doing any one or more of the following (at our election):
(i) replacing the goods or supplying equivalent goods;
(ii) repairing the goods;
(iii) paying the cost of replacing the goods or of acquiring equivalent goods; paying the cost of having the goods repaired; or

(b) in the case of a supply of services, us doing either or both of the following (at our election):
(i) supplying the services again;
(ii) paying the cost of having the services supplied again.

12.7 To the extent permitted by law, you must follow the steps contained in our Return Policy if you have any claim in respect of an App, including an alleged breach of warranty, defect or malfunction.

13.1 To the extent permitted by law and otherwise notwithstanding anything else in this Agreement, we are not liable for:

(a) indirect or consequential loss; or

(b) loss of revenue, profits, goodwill, or datahowsoever caused which arises out of or in connection with the Apps or this Agreement, whether or not we have been advised or ought to have known of the possibility of such loss.

13.2 To the extent permitted by law, we limit our aggregate liability to you (whether in contract, under an indemnity, in tort (including for negligence), under statute, in equity or otherwise) for all losses arising under or in connection with this Agreement to an amount equal to the Fees paid by you under this Agreement during the 12 months immediately preceding the date of the event giving rise to the first loss under consideration.

13.3 The limitation of liability in clause 13.2 does not apply to a breach of clause 10 (Confidentiality and Privacy), which will be capped in the aggregate to AU$200,000.

13.4 To the extent permitted by law you agree to release, indemnify and hold harmless our directors, officers, employees, agents, contractors, licensors or suppliers and us, any Affiliate or Governing Body, from and against all actions, causes of action, claims, costs, damage, demands, fines, liability, penalties whatsoever arising out of any:

(a) Customer Content,

(b) Stats & Data, or

(c) yours or your Personnel’s:
(i) use of the Apps;
(ii) acts or omissions; or
(iii) breach of this Agreement;whether arising under statute or in contract, tort (including negligence) or any other legal doctrine.

13.5 Each party’s liability to the other party under this Agreement is reduced to the extent that the liability was caused or contributed to by the other party or any of its Personnel.

14.1 The Agreement and your usage of an App begins on the Start Date and will continue until the earlier of:

(a) the expiry or end date (if any) detailed in the relevant Plan; or

(b) termination of this Agreement in accordance with these terms.(the “Term”).

14.2 In this case of a physical product sold to you, the Term of this Agreement (where applicable) continues in force in respect of that product whilst you continue to use the product.

15.1 We may immediately suspend your use of and access to an App or part of it without liability if we reasonably believe that you or any of your Personnel are in breach of this Agreement.

15.2 Either you or we may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:

(a) is in breach of this Agreement and fails to remedy the breach within 30 days after receiving notice requiring it to do so; or

(b) becomes Insolvent.

15.3 In addition, either you or we may terminate this Agreement at any time for convenience by giving the other party at least 90 days’ prior written notice.

15.4 Without any liability and in our absolute discretion, we may immediately suspend your use of the App/s or terminate this Agreement at any time with immediate effect if we decide that you or your undertaking:

(a) might bring us or our business into disrepute; or

(b) has or will suffer reputational damage or has engaged in conduct, including the conduct of your Personnel, that brings you, your business or Personnel into disrepute, including, without limitation, the committing of crimes, the underpayment of staff, being party to bribes or corruption.

15.5 If this Agreement is terminated by you under clause 15.2 or 17.7 or by us under clause 15.3, then we will promptly repay to you any prepaid Plan Fees for Apps that were to have been provided after the effective date of termination. This clause 15.5 does not oblige us to provide a refund in respect of any Apps that have been delivered to or used by you, including Frogbox Streaming Kits.

15.6 We may, although we’re not obliged to delete Customer Content in our possession after the termination of your use of an App. To the extent possible, we recommend that you backup your data in a secure manner onto your own computer system on a regular basis as we are not responsible for backing up your data onto your systems.

15.7 Clauses 4, 6, 8, 10, 11, 12, 13, 16 and this clause 15 survive the expiration or termination of this Agreement.

15.8 The expiration or termination of this Agreement does not affect any right or cause of action which has accrued to a party at or prior to the date of termination, including the right to be paid for services rendered.

A party claiming that a dispute has arisen under or in connection with this Agreement (“dispute”) must notify the other party giving written details of the dispute. The parties agree to negotiate in good faith on a commercially realistic basis to resolve the dispute within 30 days of initial notification, before commencing any legal proceedings in relation to the dispute. Nothing in this clause will prevent a party from seeking interlocutory relief or debt collection of unpaid Fees.

17.1 Relationship. No employment, partnership or joint venture relationship is created or exists between the parties.

17.2 Assignment. We may assign this Agreement and use sub-contractors to provide the Services.

17.3 Affiliates. We might engage our Related Entities, third parties, Governing Bodies, suppliers, vendors and/or contractors (“Affiliates”) to directly or indirectly assist us or provide portions of the goods or services to facilitate:

(a) your access to and usage of an App; or

(b) our performance of this Agreement.

17.4 Law. The laws of the State of Victoria, Australia govern this Agreement and each party submits to the exclusive jurisdiction of the courts of that State and any courts which may hear appeals from those courts.

17.5 Currency. Unless indicated otherwise or due to manifest error, all references to money in this Agreement, an App or our website are references to Australian dollars.

17.6 Entire Agreement. The Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

17.7 Amendment.

(a) We may vary these terms (other than the Fees) from time to time by providing at least 14 days’ written notice to you. If there is an amendment which has a material detrimental impact to you and you do not agree to it then you may terminate this Agreement upon at least 30 days’ written notice to us.

(b) We may vary the Fees from time to time by providing at least 28 days’ written notice to you. If you are unwilling to pay the varied Fees, you may terminate this Agreement upon at least 30 days’ written notice to us.

(c) Notwithstanding clause 17.6, we or a third-party may impose Sponsored T&Cs from time to time by providing at least 28 days’ written notice to you. If you do not agree to the Sponsored T&Cs then either party may terminate this Agreement upon at least 30 days’ written notice to the other party.

17.8 Severance. A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.

17.9 Force Majeure. Neither party is liable to the other for the consequences of any delays or failures of its performance which are caused by any event beyond the first party’s reasonable control, including without limitation acts of God, fire, flood, accident, terrorism, strike and riots. Either party may terminate this Agreement upon at least 14 days’ prior written notice to the other party if such an event occurs and continues for a period of 30 days or more. An obligation to pay money is never excused by Force Majeure.

17.10 Clauses. References to clauses in these Terms & Conditions are references to the clauses in these Terms & Conditions, as distinct to clauses in any other document or contract between the parties (if any).

17.11 May or might. Any reference to anything that we, our Affiliates or Apps ‘may’ or ‘might’ do or not do does not oblige us, our Affiliates or Apps to do it or refrain from doing it until such time as we or our Affiliates choose.

17.12 Benefits to third parties: Where a party (the "covenantor") gives an indemnity or undertaking or assumes some other obligation (each a "relevant commitment") in favour of another party (the "covenantee") and the relevant commitment is also given in favour of or extends to other persons who are not a party to this Agreement (the "third party covenantees"), it is agreed that:

(a) the relevant commitment is given for the benefit of the covenantee and the third party covenantees and each of them with the intention that they are entitled to rely on and enforce the relevant commitment;

(b) the benefit of the relevant commitment is held by the covenantee on its own behalf and on trust on behalf of each third party covenantee;

(c) the covenantee may enforce and recover under the relevant commitment for and on behalf of any third party covenantee; and

(d) the covenantee is free to make any amendments to this Agreement without reference to the third party covenantees and to accept monies and settle disputes on behalf of that third party covenantee without reference to the third party covenantee.

In these terms, the following words have the following meanings:

18.1 “Acceptable Use Policy” or “AUP” means the guidelines, rules or codes of conduct regulating the proper and permitted use of the Apps (if any) published by us or a third-party, including a Governing Body, released and updated from time to time and made available to you as part of the Documentation.

18.2 “Affiliates” is defined in clause 17.3.

18.3 “Agreement” means this document.

18.4 “Apps” means our proprietary software applications, platforms and technologies and products, including the following applications, modules and products:

(a) “ResultsVault”: a comprehensive sports competition management system including fixturing, match format management, team management, player management, venue management, umpire management, profiles and statistics;

(b) “Fan App”: a native mobile application partner to our Match Centre. The app optimises the match day experience and in-game engagement for fans. Features include live streams, video highlights, scoring events, match insights and notifications.

(c) “Match Centre”: a fully responsive web application that optimises the match day experience and in-game engagement for fans. Features might include Integration, the ability to configure based on jurisdictions, competitions or events, live streams, video highlights, video on demand, playlists, scoring events and match insights.

(d) “LiveScore”: a native mobile application for capturing live and detailed scores and statistics.

(e) “Video Apps”: a light weight, cost effective video solution. The solution might include functions such as Integration, live streaming, automated highlights (in the case of cricket - wickets, fours and sixes), video on demand (VoD) match replays and automated highlight clipping powered by LiveScore or a comparable alternative scoring application, self-service administration features.

(f) “Program Management”: a configurable module targeted at addressing the needs of national sporting bodies as they implement Early-Learning Programs across their entire user base. The product includes an advanced administration portal for program providers (e.g. clubs or centres) to manage and setup programs including session details and activities within each session.

(g) “CRM and Identity Management”: A database solution to capture, store, communicate and report on sports participants across all levels.

(h) “Registration Management and Online Payments”: A module enabling the implementation of online participant registrations, integrated with leading FinTech partners to take payments securely and disburse funds. The product includes an advanced administration portal for configuration of online forms, registration products, payment options and comprehensive reporting.

(i) “Club and Association Website CMS”: Designed with club volunteers in mind, our ready-to-go website templates can be easily customised with the club/association colours and branding. Manage news, events, promote sponsors, match information, social media plug-ins and embed videos.

(j) “Club Finder”: empowers Governing Bodies to execute large digital acquisition plans and connect the community with local clubs and program providers. Features include flexible search options and filters with integration into the Registration Management and Online Payments product for an end-to-end registration experience.

(k) “Open API Framework”: a family of API’s that allow for a wide range of integration scenarios.

(l) “Frogbox Streaming Kits": the various kits or products made available by us from time to time comprising items such as a camera, encoder, tripod, case or various accessories to assist you to capture sporting match video and stream live in conjunction with some of our other Apps, a valid Plan and other necessary equipment.

(m) “Lilypad”: a web based audio-visual editing and management application and repository capable of ingesting and distributing audio-visual content, including some Customer Content and content captured in conjunction with some of our other Apps, a valid Plan and other necessary equipment. The solution might include functions such as: Integration; the ability to search, edit and stitch highlights to create highlight reels; the ability to create, curate, display, view, stream, share and publish stories and playlists comprising highlights and highlight reels; the ability to insert Onscreen Graphics; the ability for the public to access, search and view content.

(n) “FrogBox Play”: a native mobile application that surfaces highlights/events from customer content in short-form video format. The solution might include functions such as: Customisable feeds and playlists, interactive reactions and stickers, and capability to share content.

18.5 “Authorised Representative” means the individual who enters this Agreement or orders Apps on behalf of the Organisation.

18.6 “Confidential Information” means information that:

(a) is by its nature confidential;

(b) is designated by the discloser as confidential; or

(c) the recipient knows or ought to know is confidential;and includes commercial and technical information related to this Agreement, the Apps or the discloser, but does not include:

(d) information which is in the public domain (otherwise than through a breach of this Agreement or any other obligation of confidentiality); or

(e) which is independently developed or acquired by or previously known to the recipient, without access to the discloser’s Confidential Information.

18.7 “Customer Content” means the content and intellectual property that you Handle with, via, on, to or from the Apps or third-party platforms in connection with or via the Apps, including, but not limited to, Onscreen Graphics, logos, text, images, statistics, sounds and videos.

18.8 “Documentation” means user guides, manuals and release notes related to the performance, function and use of the Apps, including any AUP or manufacturer documents.

18.9 “Fees” mean the fees we charge from time to time for our Plans or to access, use or obtain Apps, goods or services, including delivery or pick-up charges, as amended from time to time, plus any applicable GST/VAT.

18.10 “Governing Body” means the governing body/ies responsible for your sport and any entity or organisation of which you or your club are a member of or affiliated with, including an association, board, council, federation, league or union, including at a regional, provincial, state, territory, national or international level.

18.11 “GST/VAT” means any relevant consumption or sales tax imposed anywhere in the world, including those known as goods and services tax, GST, value added tax or VAT.

18.12 “Handle” means capture, create, crop, edit, film, record, provide, stitch, upload, host, search, store, broadcast, publish, stream or transmit or apply Onscreen Graphics.

18.13 “Includes”: the words “includes”, “include”, “including”, “for example” or “such as” will be read to mean “includes, but is not limited to”.

18.14 “Insolvent” means the earlier of when a person:

(a) is bankrupt, cancelled (in the case of associations), dead (in the case of a natural person), deregistered, dissolved (in the case of a partnership or joint venture), placed into bankruptcy, liquidation or receivership, vests (in the case of a trust) or wound-up;

(b) has a receiver, receiver and manager, administrator, trustee, liquidator or similar official appointed; or

(c) is otherwise unable to pay or suspends paying its debt; andwithout limiting the foregoing, includes any equivalent or similar concept, process, proceeding or outcome, howsoever described, anywhere in Australia or the world.

18.15 “Integrations” are defined in clause 3.1. ‘Integrate’ shall be similarly construed.

18.16 “Marks” means a party’s, Governing Body’s or third party name, trademarks, trade names, logos or similar identifiers.

18.17 “Onscreen Graphics” mean any text, image, animation or video (with or without audio) of such formats and specifications as determined and advised by us from time to time that may precede, succeed or be overlayed on audio-visual or video Customer Content, including Customer Content Handled by LiveScore, Video Apps, Lilypad, Sponsored Apps or Frogbox Streaming Kits, including advertisements, Marks, names, pre & end rolls, results, scores or sponsors.

18.18 “Organisation”, “you”, “your” means the entity on whose behalf the Authorised Representative has registered with or ordered from us to provide the Apps or any services. The types of organisations that might register include, without limitation, companies, partnerships, firms, trusts, associations, clubs, unions, government agencies or departments.

18.19 “Personnel” means a parties’ administrators, employees, contractors, directors, officers, members, players, partners, trustees, agents or any other third-party that acts on a parties’ behalf.

18.20 “Plans” mean the various subscriptions, periods, plans, passes and permissions associated with access and usage rights to Apps or App features which might be made available to you to acquire from time to time.

18.21 “Sponsored Apps” is defined in clause 3.5.

18.22 “Sponsored T&Cs” is defined in clause 3.5.

18.23 “Related Entity” has the same meaning as defined in the Corporations Act 2001 (Aust).

18.24 “Return Policy” means our then current return policy, or equivalent, provided to you or published to our website from time to time.

18.25 “Start Date” means the date detailed on your Plan or the date your Authorised Representative first accessed, registered or subscribed to use an App on your behalf.

18.26 “Stats & Data” means any statistics, data or information captured, stored or processed in or via or in connection with the Apps, Customer Content or Frogbox regardless of source, including statistics, data or information derived from or via a Governing Body, the Apps, any team, club, competition management system, or any scoring or results application.

18.27 “Term” has the meaning given by clause 14 of this Agreement.

18.28 “Update” means changes to the code, interfaces, features, functions or performance of the Apps and any new versions of, upgrades to and the correction of errors in the Apps that we may make or release from time to time. “Updates” shall be similarly construed.