These are the terms on which SportsTG Pty Ltd, ABN 76 608 341 260 and its wholly owned subsidiary companies in the United Kingdom (SportsTG (UK) Limited (Company Number 06809213) and in New Zealand (SportsTG Limited (NZBN 9429042499190)) (“SportsTG”) licences you (“you” or “your”) to use the SportsTG Websites self editing website software and associated printed materials and “online” or electronic instructional documents (together “Software”) and the SportsTG content including text, files, images, photos, video, sounds, musical works, and other materials (the “SportsTG Content”) to:
1. create an association, club or team website within the SportsTG network (“Website”):
2. self edit the Website.
You acknowledge that if you use the Software and the SportsTG Content, your use will be governed by the terms of this licence.
SportsTG will provide you with support and maintenance services in relation to the Website (the “Support Services”) and hosting services in relation to the Website (the “Hosting Services”) as set out in these terms.
If you are creating a Website on behalf of an association, club or team, you are bound to the terms of this Agreement both in your individual capacity and as an agent of the association, club or team, and your actions will bind the association, club or team. You represent and warrant to SportsTG that you have the capacity and authority to enter into this Agreement on your own behalf, as well as on behalf of the relevant association, club or team.
Please read these terms carefully as they contain unusual terms. By creating a Website you agree to be bound by these terms and conditions and you will be asked to indicate your acceptance of these terms during the registration (“Registration Process”). If you do not agree, you may not use the Software, SportsTG Content or create a Website.
SportsTG may amend these terms from time to time. If SportsTG does this, you will be notified either by email or notice when using the Website. Your continued use of the Website following this notification constitutes your acceptance of the revised terms.
The licence granted under this Agreement commences upon completion of the Registration Process and will continue unless terminated in accordance with clause 12 of this Agreement.
If there is any conflict, apparent conflict or ambiguity in or between this Agreement and an earlier agreement between you and your governing body relating to the subject matter of this agreement, the documents will be applied in decreasing order of precedence as follows:
a) the agreement between you and your governing body; then
b) this Agreement (including its schedules and annexures).
3. Right to use Website
1. In consideration of you granting SportsTG certain commercialisation rights under clause 4, SportsTG grants to you a non-exclusive, non-transferable revocable licence to use the Software (in executable code) and the SportsTG Content for the purpose of creating and editing the Website, subject to the terms and conditions of this Agreement.
2. During the Registration Process you will be asked to choose, or will be allocated, a user name and password. You are responsible for maintaining the confidentiality of that user name and password.
3. You acknowledge and agree that some of the Website functionality is dependent on your members becoming members of the SportsTG Passport portal/web page (“Passport”) or any other portal/web page that SportsTG produces for your governing body.
4. Grant of commercialisation rights to SportsTG
4.1. In consideration of SportsTG permitting you to create and edit a Website under clause 3, providing Hosting Services under clause 6 and its providing Support Services to you under clause 7, you:
a) grant to SportsTG the right to upload and publish commercial material on the Website including sponsor advertising such as advertorials, island advertisements and banner advertisements (as those terms are commonly understood within the advertising industry) (the “SportsTG Commercial Material”);
b) agree that you will upload the relevant data after each time results are entered into the SportsTG software; and
c) agree to use your best endeavours to encourage your individual members, if any, to join Passport and any other portal/web page that SportsTG produces for your governing body.
4.2. The size and placement of the SportsTG Commercial Material will not be unreasonable having regard to the nature and purpose of the Website.
4.3. You retain the right to display advertising on the Website, in addition to the SportsTG Commercial Material, provided it does not unreasonably interfere with the SportsTG Commercial Material.
5. Content and Use of Website*
5.1. Use of the Website may require you to upload, publish or display (‘post’) content including photos, files, text, music, sounds, video, advertisements and other content (the “User Content”). Subject to the licence under clause 3 SportsTG does not assert any rights of ownership in the User Content but asserts full rights in the format in which the User Content is displayed.
5.2. You grant to SportsTG a perpetual, worldwide, irrevocable, royalty-free right to use the User Content for the purposes of publication on the Website, SportsTG web pages, Passport or any other portal/web page that SportsTG produces for your governing body and for SportsTG’s own commercial purposes.
5.3. You acknowledge that all User Content is transmitted and stored at your own risk. SportsTG is not liable for any lost data for any reason.
5.4. You are responsible for the User Content posted on the Website. You warrant that all User Content on the Website:
a) is true and correct;
b) is not misleading or deceptive, defamatory or obscene;
c) does not infringe a third party’s intellectual property rights; and
d) can be lawfully published by SportsTG.
5.5. You will indemnify and keep SportsTG indemnified against all claims, costs, expenses, damages, liability or loss arising in relation to a breach of the above warranties and use of the Website other than in accordance with this Agreement.
5.6. You will indemnify and keep SportsTG indemnified against all claims, costs, expenses, damages, liability or loss arising in relation to the actions of third parties who are allowed, either deliberately or through negligence, to gain access to the Website.
5.7. The Website must not incorporate any content that SportsTG, in its absolute discretion, considers is inappropriate for inclusion. SportsTG will use reasonable endeavours to consult with you prior removing all or any part of the content on your Website. Nonetheless SportsTG reserves the right remove any content without consultation at its absolute discretion. SportsTG also reserves the right to ban users who breach this Agreement from using the Website in the future.
5.8. You must not use the Website to facilitate or participate in any illegal activity or engage in any activity that SportsTG, in its absolute discretion, considers inappropriate. In particular you must not use the Software or Website to interfere with, or disrupt, other network users, network services or network equipment (including without limitation to propagate or distribute computer viruses; distribute unsolicited advertising or chain letters or send unsolicited mass emails; use the SportsTG network to make or attempt to make unauthorised entry to another machine accessible location; or distribute tools designed for compromising security such as network probing tools or password guessing programs). SportsTG reserves the right to immediately and indefinitely restrict your access to the Website in any way it considered reasonably necessary if it suspects that you are engaging in inappropriate behaviour.
5.9. SportsTG will handle all complaints received in relation to the Website in accordance with its complaints resolution procedure which can be obtained by visiting the “Contact Us” section of the SportsTG website
6. Hosting Services
6.1. SportsTG, or a third party provider to SportsTG, will host the Website.
6.2. SportsTG will meet the website hosting fees for the term of this Agreement. SportsTG does not accept any responsibility for your telephone bills or costs associated with connection to the internet, including those for accessing the Website or using the Support Services.
7. Support Services
7.1. SportsTG will provide Support Services in accordance with the SportsTG Web Support Policy which is published by SportsTG on its website from time to time. The Support Services will comprise of telephone advice during Monday to Friday 8:30 to 5:30pm Eastern Standard Time and Saturday and Sunday 11:00am to 7:00pm Eastern Standard Time. You can also submit a support request through the SportsTG Support Centre www.support.sportstg.com
7.2. SportsTG will correct any major defects in the Software or Website within a reasonable time period.
7.3. The Support Services do not include:
a) advice or correction of defects which have been caused by: (i) failure to operate the Software or Website in accordance with its user documentation; (ii) a third party; modification to or alteration of the Software or Website; (iii) any unauthorised use of the Software or Website; (iv) failure to use the Software or Website using compliant operating system and web-browser – current and previous 2 versions of Windows, iOS, Andriod, IE, Chrome, Firefox, Safari; (v) any hardware malfunctions or failure to comply with the terms of this Agreement; or (vi) hardware maintenance services or investigation or corrections of errors in software and equipment other than SportsTG Software; or
b) advice regarding published prices, rules, fixtures, scores, statistics and other content published by sports administrators using SportsTG Software.
7.4. To assist SportsTG to carry out its obligations under this Agreement, you agree to receive the SportsTG Administrator newsletter, notifications of updates to the Software and service interruptions.
8. Intellectual Property Rights
8.1. For the purposes of this Agreement, the term “Intellectual Property Rights” means all copyright, patents, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidentiality and other intellectual and industrial property rights in all parts of the world.
8.2. You acknowledge that you obtain no Intellectual Property Rights whatsoever in the Software or SportsTG Content or any associated material. As between the parties all Intellectual Property Rights, other than in the User Content, vest in SportsTG.
8.3. You must not, except to the extent permitted by any law that cannot be excluded by the parties or for operational, backup or security purposes, copy, modify, disassemble, decompile or reverse engineer the Software or SportsTG Content.
9. Infringement of Intellectual Property Rights
9.1. If you become aware of any infringements or suspected infringements by any third party of any Intellectual Property Rights in the Software or SportsTG Content, you must immediately notify SportsTG and must at the request and expense of SportsTG take such action as SportsTG may reasonably deem appropriate to protect its Intellectual Property Rights.
9.2. SportsTG will indemnify you against liability arising out of any proceedings brought by a third party against you which determines that your use of the Software constitutes an infringement of any Intellectual Property Rights in Australia provided that you: provide all necessary co-operation, information and assistance to SportsTG in the conduct of the defence and/or settlement of such proceedings; permit SportsTG to modify, alter or substitute the infringing part of the Software; and you do not use the Software in breach of this Agreement or in a manner or for a purpose not reasonably contemplated or not authorised by SportsTG.
9.3. You will indemnify SportsTG against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging infringement if you have failed to comply with any requirement of this clause 9.
10.1. The Software has not been written to meet the individual requirements of you and is supplied on an “as is” basis. A failure of any part or the whole of the Software to be suitable for your requirements will not give rise to any right or claim against SportsTG.
10.2. To the extent permitted by law, the sole warranty given by SportsTG in connection with the Software is that the Software will perform substantially in accordance with the accompanying user documentation for a period of 90 days from the installation of the Software.
10.3. To the extent permitted by law, your sole remedy for any breach of the warranty contained in clause 10 or of any warranty implied by law which can not be excluded is that SportsTG will, at its option correct the identified defect in the Software or replace the Software with software of substantially similar functionality that is determined by SportsTG. You must provide sufficient information about the defect to enable SportsTG to reproduce it in SportsTG’s systems.
11.1. SportsTG accepts no liability to you for any loss, damage, costs, expenses, claims, demands, actions and proceedings arising out of or in connection with this Agreement, whether arising under common law (including negligence) or under statute, including for any direct or indirect lost profit or revenue, exemplary damages, loss of goodwill, deletion or corruption of electronically or digitally stored information or, without limiting the foregoing, any indirect or consequential loss or damage howsoever described or claimed.
11.2. Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or remedy which is conferred on you by any consumer protection legislation in force in your particular jurisdiction that cannot be excluded by mutual agreement (“the Acts”). Where SportsTG breaches a condition or warranty which has been implied by the Acts, its liability for breach will be limited to (where permissible by the Acts):
11.2.1. in the case of the supply of goods:
11.2.2. replacement or repair of the goods;
11.2.3. supply of equivalent goods; or
11.2.4. payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
11.2.5. in the case of the provision of services:
11.2.6. the supply of the services again; or
11.2.7. payment of the cost of having the services supplied again;
whichever SportsTG sees fit to provide.
12.1. SportsTG may terminate this Agreement immediately by notice to you if:
12.1.1. you breach this Agreement;
12.1.2. you fail to comply with SportsTG’s policies (including those set out in this Agreement and any other policies advised to you by SportsTG from time to time during the term of this Agreement);
12.1.3. the agreement between SportsTG and your governing body, if any, terminates;
12.1.4. the agreement between SportsTG and your governing body prohibits this Agreement; or
12.1.5. SportsTG gives you 3 months written notice of its intention to terminate this Agreement.
12.1.6. Upon termination of this Agreement, SportsTG may immediately stop your access to and remove the Website.
13.1. This Agreement constitutes the entire agreement between you and SportsTG relating to the subject matter of this Agreement and supersedes all prior communications and agreements between you and SportsTG as to its subject matter, and each party agrees that unless expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of this Agreement.
13.2. If any provision, or any part, of this Agreement is unenforceable or void for any reason, then:
a) where such provision can be read down as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
b) in any other case, such provision must be severed from this Agreement in which event the remaining provisions will continue in full force and effect as if the severed provision had not been included.
13.3. You must not, without prior written consent of SportsTG assign, lease, charge, sub-licence or otherwise transfer any of your rights or obligations under this Agreement in whole or in part.
13.4. Any notice given pursuant to this Agreement must be served personally or sent by registered mail to the address of the relevant party as last notified to the other party. Such notice will be deemed to have been served upon and received by the addressee when served personally at the time of such service or when posted, 2 days in the case of local mail and 10 days in the case of international mail.
13.5. Neither party will be liable to the other for any delay or failure to perform its obligations under this Agreement as a result of a cause beyond its reasonable control (“Force Majeure”). If the Force Majeure continues for a period of more than 60 days, the party not affected by the Force Majeure may terminate this Agreement by written notice to the affected party.
13.6. Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights under this Agreement will not be construed as a waiver of such provision or right to subsequently enforce the same.
13.7. Clause headings have been included in this Agreement for convenience only and must not be considered part of, or be used in interpreting, this Agreement.
13.8. This Agreement is governed by the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts of Victoria, Australia and the Commonwealth of Australia.