Scoutium Player Contract
Scoutium Player Contract
<div class="slate-blue--text subheading"> <p class="text-xs-center font-weight-bold night-blue--text title"> FOOTBALL PLAYER MEMBERSHIP AGREEMENT </p> <p class="font-weight-bold night-blue--text title">ARTICLE 1 PARTIES</p> <p> This Football Player Membership Agreement ("<strong>Agreement</strong>") shall be deemed to have been concluded between Scoutium Futbol Teknolojileri A.Ş ("<strong>Scoutium</strong>"), whose registered company headquarters is located at Reşitpaşa Mah. Katar Cad. Arı Teknokent 2 Sit. No:4/1/501, Sarıyer/İstanbul, and the football player ("<strong>Football Player</strong>") who has a license with the Turkish Football Federation ("<strong>TFF</strong>"), within the terms and conditions detailed below and when the Agreement is approved by the Football Player. Scoutium and the Football Player shall be hereinafter referred to individually as the "<strong>Party</strong>" and collectively as the "<strong>Parties</strong>". </p> <p class="font-weight-bold night-blue--text title"> ARTICLE 2 PURPOSE AND SUBJECT </p> <ul> <li> <p> With the online application Scoutium provided, including but not limited to web and smartphone applications ("<b>System</b>"), Scoutium provides the service of providing a social platform ("Platform") that allows (i) football fans, (ii) football clubs, and (iii) football players to create profiles by signing up at <b>www.scoutium.com</b> (the "<b>Site</b>") and that allows the aforementioned groups to come together ("<b>Scoutium Applications</b>"). </p> </li> <li> <p> Those who register to the Platform in the capacity of "observer member" ("<b>Observer Member</b>") go to football competitions and evaluate the videos they have taken in the physical environment or taken by video experts online through the Platform. Scoutium aims to collect the aforementioned evaluations in its database, process them by using various algorithms and present them to its users. </p> </li> <li> <p> The subject of the Agreement is the determination of the terms of the right of use ("<b>Right of Use</b>") to be granted to the Football Player to access and benefit from the Platform and the System and the mutual rights and obligations of the Parties. </p> </li> </ul> <p class="font-weight-bold night-blue--text title"> ARTICLE 3 RIGHT OF USE </p> <ul> <li> <p> If Football Player fully meets the terms and conditions specified in this Agreement, he/she will be able to use Scoutium Applications online by creating a user account ("<b>User Account</b>") on the Platform and obtaining the right of use ("<b>Right of Use</b>") on any service(s) ("<b>Services</b>") among the match &amp; analysis purchasing and notification services provided in the Platform, whose details are given in <b>ANNEX-1: Services and Service Fees </b>. </p> </li> <li> <p> The Right of Use enables Scoutium Applications to be made available to users who are registered online, to be used, to be operated on the internet, to be viewed, enables the Football Player to access his/her own match videos and analyses by searching under his/her name on Scoutium Application and to view the match videos and analyses, and enables him/her to receive a notification in the event that one of the football clubs, which is a user on the Platform, watches any of his/her match videos or analyzes it. </p> </li> <li> <p> Following the opening of a User Account, Football Player can watch the match videos belonging to him/her and examine the analyzes made on the match videos, within the scope of its preferred Services and the Right of Use. Following the conclusion of this Agreement and without the need for any other permission or consent, the Football Player acknowledges, declares and undertakes that he/she will be deemed to have authorized the viewing of the match videos on the Platform, the analysis performed against the performance against these videos, the personal data ("<b>Contents</b>") in the User Account by the 3rd persons/institutions, especially the Observer Members, and sports clubs and other users registered on the Platform. </p> </li> <li> <p> Football Player acknowledges, declares and undertakes that the Content can be used by Scoutium and shared with 3rd persons within the scope of the Right of Use without any claims of rights and/or receivables from Scoutium under any name and account. </p> </li> <li> <p> The Football Player acknowledges, declares and undertakes that he/she has accepted that Scoutium may introduce and use his/her match videos, analysis, user account features within the scope of the Platform (all in-app data and activities and personal data and information of Football Player, such as, but not limited to, number of followers, likes, points, point breakdown, badges on the platform, the number of users followed, the users he/she follows, Football Player general index, number of duties, number of clubs for which he/she has played, club point star, Football Player's photo, captured and uploaded videos, comments, likes) in any media and/or platform it wishes, for advertisement, promotion, reference and similar purposes as a customer, solution partner or with any other title without without any claims of rights and/or receivables by the Football Player from Scoutium under any name and account, and he/she has given all necessary legal permissions and approvals in advance. The exit of the Football Player from the system, termination of the Agreement for any reason and/or termination of his/her membership shall not affect and change the rights provided to Scoutium by the Agreement. </p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 4 SERVICES, SERVICE FEES, PAYMENT</p> <ul> <li> <p> Services pursuant to the Agreement, the details of the service types that can be offered to the Football Player and the fees that the Football Player must pay to Scoutium in order to start using these services among the Services are explained in "<b>ANNEX-1: Services and Service Fees</b>". Scoutium has the right to remove and/or change the Services and Service Fees regulated in ANNEX-1 from time to time, at its unilateral discretion and authority. The parties acknowledge, declare and undertake that the relevant changes will be deemed to have entered into force by being published on the Platform and that the services will be provided to the Football Player with the up-to-date content and service fee from the date the relevant change is published on the Platform. He/she has the right to withdraw from the service he/she receives without even showing a reason. Football Player has the right to terminate his/her membership and service by requesting a full refund of the monthly fee he/she has paid within 14 (fourteen) days from the date of purchase. However, if the Football Player has used the relevant services at any time within this 14-day period, no fee will be refunded and all rights and powers granted to Scoutium and/or its users by this agreement will continue to be valid even if the service is terminated. </p> </li> <li> <p> In the event that any service is purchased by Football Player through the Platform, money transfer transactions will be made online through İyzico Ödeme Hizmetleri Anonim Şirketi. In this context, Scoutium does not access the Football Player's credit card and payment information in any way, and Football Player accepts, declares and undertakes that he/she cannot make any claims regarding payment transactions, especially security problems, against Scoutium. </p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 5 USER'S RIGHTS AND OBLIGATIONS</p> <ul> <li> <p>Football Player is aware that in order to conclude this Agreement, he/she must have a license with TFF. During registration to the platform, the Football Player shall include (i) name-surname, (ii) identity photo, (iii) date of birth, (iv) e-mail address, (v) phone number and (vi) football club information, and from this information, it will be required that the "identity photo" is checked by Scoutium and matches a real TFF licensed Football Player. In this context, the Football Player undertakes that all the issues and information he/she has declared and undertaken to Scoutium are accurate, up-to-date and accurate, and not misleading, in accordance with all legal regulations in force, and he/she acknowledges, declares and undertakes that he/she acts in accordance with all legal regulations in force at every stage including the signature, execution and performance of the Agreement and will act accordingly in the future.</p> </li> <li> <p>Football Player agrees, declares and undertakes not to directly and/or indirectly share the information and data obtained directly and/or indirectly by using Scoutium application with a third person or legal entity. In this context, Football Player accepts, declares and undertakes that he/she will not use the Platform for the purpose of creating, checking, updating or changing a database, record or guide on behalf of any person or institution. In the event that Scoutium encounters a legal, criminal or execution request from third parties due to a contrary application, the Football Player shall compensate Scoutium for all kinds of damages immediately, in cash and at once upon Scoutium's request for recourse.</p> </li> <li> <p>Football Player accepts, declares and undertakes that he/she will not share Observer Member analyzes, match analysis and match images with any club and/or third parties outside Scoutium media, including those prepared upon request within the scope of the services. In the event of a contrary application, the Football Player shall compensate Scoutium's all kinds of damages, especially the loss of profit, upon Scoutium's first written request, in full and in cash.</p> </li> <li> <p>While using the services offered by Scoutium and using the Platform, especially regarding highlighted version of the match analysis, the Football Player accepts, declares and undertakes that he/she will not give bribes, gifts, etc. incentive bonuses to Platform Users who analyze the matches, Observer Members, Scouts and 3rd persons and institutions whether or not they are members so as to make an evaluation in his/her favor, and shall not use Scoutium for such a purpose directly and/or indirectly. Football Player shall compensate Scoutium in cash and at once upon the first written request of Scoutium, especially the damages that Scoutium may incur due to the damage to its commercial reputation.</p> </li> <li> <p>Football Player cannot transfer the created User Account, user name and password and membership profiles to another user under any circumstances or allow third persons to use it. Football Player is personally responsible for the use and management of all information, including accounts, username and password that allow the use of his/her personal profile. Every transaction performed with the User Account, username and password of the Football Player shall be deemed to have been performed by the Football Player himself/herself, and the Football Player shall be exclusively responsible for damages incurred by the Football Player and/or third persons due to the use, loss or change of hands of this information by someone other than the Football Player. If the Football Player suspects that his/her account information has been learned by a third person, the Football Player is obliged to immediately notify Scoutium authorities in writing or online. Football Player agreed in advance that his/her membership may be suspended by Scoutium authorities for a reasonable period of time in such event.</p> </li> <li> <p>Football Player is aware that he/she can only open a single account on the Platform. In this context, Football Player accepts, declares and undertakes that he/she will not open more than one personal account and/or on behalf of anyone other than himself/herself, and will not open an Observer Member, football professional, football club and/or any other fake accounts other than his/her own account. In case of a contrary application, all kinds of responsibility, especially criminal sanctions, belong to the Football Player.</p> </li> <li> <p>Under the Scoutium Bring Your Friend Campaign ("Campaign"), the player can invite the licensed players who meet the conditions to be a party to this Agreement to become a member of the Platform by following the instructions on the Platform and entering the licensed player's phone number as specified in the instructions. Before the player shares this with Scoutium; To share personal data with Scoutium, the player with whom he/she will share his phone number, name and surname information must consent to it, and must not share personal data of persons who do not consent, with Scoutium. The player acknowledges, declares and undertakes that he is personally responsible for any adverse situations that may arise in the opposite direction, and that Scoutium reserves the right to recourse any damages that may occur with this bet. With this bet, Scoutium duly sends the player, whose data is shared with Scoutium, the link to the Scoutium's internet address, which is an invitation to enter the Site via SMS. Scoutium will load the amount specified in ANNEX-1 to the Scoutium wallet of the player who sends an invitation to that player for each new player who has registered on the Site with the steps specified in this article and who meets the conditions determined by Scoutium. The player will be able to pay a part or all of the price of the Match Video Purchased, with the "Pay with Wallet" option on the purchase screen. The parties agree that the Campaign will end on 01.04.2021, unless otherwise determined and changed by Scoutium unilaterally. </p> </li> <li> <p>Football Player is aware of the fact that he/she should not share the videos and analyzes on the Site with any 3rd person, especially with other clubs, without the written permission of Scoutium, and should not download them in any way (including any possible way such as hacking, reverse engineering, recording by using other recording devices, screen recording). In the event that Football Player violates this article, he/she agrees and undertakes to pay 10 (ten) times the amount of [.] TL of the service fee paid to Scoutium in the last time under the Agreement to Scoutium as a penalty.</p> </li> <li> <p>Football Player acknowledges, declares and undertakes that when using the Platform, he/she acts and will act in accordance with all applicable laws and, if any, any verbal and/ or written agreements with the football club and/or 3rd persons to which he/she is affiliated, and otherwise, all legal and criminal liability of the violation will belong to himself/herself and that Scoutium will not be subject to any legal, criminal or executional claims and will keep it free from liability.</p> </li> <li> <p>With this Agreement, the Football Player is aware that he/she will be deemed to have given consent to Scoutium (i) to shoot photographs and match videos as a whole or parts from start to finish by registering to the system and using Scoutium application, and to the free use of his/her photographs, videos, their match videos, analysis, user account features within the scope of the Platform (number of followers, likes, points, point breakdown, badges on the platform, the number of users followed, the users he/she follows, Football Player general index, number of duties, number of clubs for which he/she has played, club point star, all in-app data and activities and personal data and information of Football Player, such as, but not limited to, Football Player's photo, captured and uploaded videos, comments, likes) by Scoutium, directly and/or indirectly, in any media and/or platform. In this case, the Football Player accepts, declares and undertakes that he/she will not demand license fee from Scoutium or any rights, fees and/or receivables under any name and account for the photos and videos included in the content.</p> </li> <li> <p>If the information provided during the membership phase changes, the Football Player is obliged to notify Scoutium the new and updated information without delay in writing or on the Site. Football Player acknowledges, declares and undertakes that any information he/she transmits to Scoutium is up-to-date, accurate and complete. Scoutium is not obliged to check the accuracy and up-to-dateness of such information. The responsibility of the damages incurred by the Football Player or other 3rd persons due to the incorrect or incomplete information in question belongs to the Football Player. </p> </li> <li> <p>Within the scope of the Platform, the Football Player acknowledges, declares and undertakes that he/she will not request the membership information of the football player, football fan, football club or any other user, will not save, disseminate, abuse, and will not access another user's account, and that he/she will not collect, distribute, store or process the content, information and any personal data of other users using automated tools without prior consent.</p> </li> <li> <p>If the Content is provided electronically by Football Player, the Football Player accepts, declares and undertakes that he/she will use the provided Content free from viruses and any other malware. </p> </li> <li> <p>Football Player declares and undertakes that he/she will not perform actions such as hacking, reverse engineering and software disruption, especially interfering with service blocking attacks, page rendering functions that will prevent the smooth operation of the Platform, strain its capacity, slow it down or negatively affect its interfaces.</p> </li> <li> <p>Football Player declares, accepts and undertakes that he/she will use Scoutium application on a hardware and software with the minimum technical specifications specified in the software documentation, and that he/she will provide the necessary hardware or software himself/herself, and that Scoutium has no financial and legal liability for the software/hardware incompatibility.</p> </li> <li> <p>In case Scoutium is used over the mobile application, all of the liabilities of the Football Player in this Agreement shall continue in the same way in the mobile application usage.</p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 6 SCOUTIUM'S RIGHTS AND OBLIGATIONS</p> <ul> <li> <p>Scoutium reserves the right to refuse Football Player applications at its sole discretion and for no reason whatsoever, or to subject the acceptance of the Football Player application to additional terms and conditions. Additional terms and conditions must be approved by the Football Player, and if the relevant additional terms and conditions are not approved, Scoutium may unilaterally cancel the membership process.</p> </li> <li> <p>Scoutium has the right to use the information provided by the Football Player to create a User Account, to conduct statistical studies, to use it for its own commercial and marketing activities and similar purposes, and to share it with 3rd persons.</p> </li> <li> <p>Scoutium is obliged to publish up-to-date information on the terms of use of the Site and to inform the member Football Player on the Site.</p> </li> <li> <p>Scoutium, members of Scoutium's board of directors, directors, employees, subcontractors, service providers and the persons who prepared the information on this site are not liable for any direct or indirect material and/or moral, negative and/or positive damages that may arise from the violation of the agreement, tort or other reasons due to the use of the Site or the information and other data, programs etc. on the Site. Scoutium does not accept any liability for interruption, error, negligence or interruption of the transaction as a result of violation of the agreement, tort, negligence or other reasons.</p> </li> <li> <p>Scoutium has the right to share all texts and content within the scope of the Platform, including but not limited to Football Player analysis and images, with all users and third persons on any terms and conditions.</p> </li> <li> <p>Scoutium has right to unilaterally close the access of the players without seeking any reason and remove all content and data, especially the match videos, analysis, on the Platform temporarily or permanently from the Platform.</p> </li> <li> <p>Scoutium does not accept any responsibility in case of interruption of the process, error, neglect, interruption, deletion, loss, delayed process or communication, computer virus, communication error, fraud, destruction or unauthorized entry into the records, change or use of records as a result of violation of agreement, tort, negligence or other reasons.</p> </li> <li> <p>In order to access the Site for the purpose of identifying and fixing the problems that may occur on the Site, for the improvement and development of the Site, Scoutium may collect certain information such as the name and Internet Protocol (IP) address of the internet service provider using the Football Player, the date and time accessed to the Site, the pages accessed while on the Site, and the internet address that enables direct connection to the Site.</p> </li> <li> <p>Scoutium has taken measures to ensure that the Site is free from viruses and similar software. In addition, in order to ensure ultimate security, the Football Player must provide his/her own virus protection system and the necessary protection. In this context, the Football Player is deemed to have accepted in advance that he/she will be responsible for all errors that may occur in his/her software and operating systems and their direct or indirect consequences, by accessing the Site.</p> </li> <li> <p>Scoutium reserves the right to make changes and/or updates to software and documentation within Scoutium Applications without prior notice. For 1 (one) year from the date Scoutium Applications are registered to the Platform within the usual update over the internet, the Football Player shall have the right to benefit from and use this update service, provided that the payments under the Services chosen are regularly made.</p> </li> <li> <p>Scoutium cannot be held responsible for the consequences that may arise due to the use, implementation or services of Scoutium Applications and/or the decisions taken based on these software, the material, moral, legal and financial consequences and losses that may arise directly or indirectly from the work done.</p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 7 TERMINATION OF THE AGREEMENT</p> <ul> <li> <p> If it is determined that the information provided during the Football Player membership application is not sufficient, accurate or up-to-date, or is misleading and malicious, the application of the Football Player who applied for membership was previously rejected, complaints or negative comments are received about the Football Player and this situation is considered as a risk by Scoutium, the Football Player uses the Services of his/her choice against their terms and conditions at the discretion of Scoutium, and the Platform is closed, the Football Player fails to fulfill his/her payment obligations on time and for similar reasons, Scoutium reserves the right to terminate the Football Player status by terminating this Agreement and terminating the Right of Use for a just cause and without any notice, without any obligation to refund or compensation. In such a case, Football Player shall not be able to claim any rights and/or receivables from Scoutium under any name and account with retroactive and/or proactive effect. </p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 8 LIABILITY AND LIMITATION OF LIABILITY</p> <ul> <li> <p>Football Player shall indemnify Scoutium for any damages (directly or indirectly) caused by the Football Player violating any provision of this Agreement, and in this context, under any circumstances, if Scoutium is obliged to make any payment in the future, it will be entitled to recourse the relevant amount to the Football Player. </p> </li> <li> <p>Scoutium cannot guarantee that certain results will be produced by it as a result of the execution of the Agreement and that the Football Player will reach any goal. Scoutium does not make any declaration or commitment in connection with the use of the Platform and the Site, including but not limited to the violation of intellectual property rights or legal protections regarding personal data, the accuracy of the Content. </p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 9 PERSONAL DATA</p> <ul> <li> <p>By creating a profile on the Platform, the Football Player agrees, declares and undertakes that he/she may have shared some of his/her personal data, including name, surname, e-mail, identity photo, mobile phone number, address, TR identity, with third persons and/or institutions through Scoutium and the Platform, or they may have been made available to Scoutium, that all or part of the photographs and match videos can be shot by Scoutium or other people using the Platform and published on the Platform, that Scoutium may use the personal data obtained in this way within the Platform, that Scoutium may transfer the personal data specified in this Agreement to business partners, stakeholders and third persons within the scope of the Privacy Policy and Clarification Text, that Scoutium is authorized to collect and process all kinds of information belonging to him/her in accordance with the scope of this Agreement and to use his/her personal data, including the export of the data abroad, and to keep them in special records, and that he/she will sign the Deed of Consent for the Processing of Personal Data (ANNEX-1), which is an annex to this Agreement. </p> </li> <li> <p>Football Player is aware that no transmission over any web page or the internet is completely secure. Therefore, Scoutium cannot guarantee that unauthorized access, hacking, data loss, and other breaches will never occur and shall not be responsible in this respect. With the data sharing permission included in this article, regarding the personal data processed by Scoutium pursuant to the relevant legislation, in accordance with the general principles and personal data processing conditions included in the Personal Data Protection Law No. 6698, the Football Player agrees, declares and undertakes that that he/she expressly consents to the sharing of the location information within the scope of the performance of the contractual service in order to use and process the personal data under the Agreement, to the use, processing, transfer to the third persons of the personal data identified and provided by Scoutium as a requirement of the job, and the processing of the transferred information, and to the retention of these matters by Scoutium for any period of time in order for Scoutium to fulfill its legal obligations and in the legitimate interest of Scoutium, and he/she accepts that this personal data sharing permission is an integral part of the Agreement, on the other hand, if he/she becomes a data processor/custodian outside the requirements and scope of the Agreement, he/she accepts that no liability required by this title will create liability against Scoutium, that he/she will use and process personal data in accordance with this Agreement and only limited to the scope and purpose of the service in the Agreement, that the data belonging to third persons that are transferred to/shared with him/her by Scoutium and/or through the Platform and the Site will not be used and/or processed for personal purposes or any other purpose, and that the damages incurred against Scoutium in these cases will be recoursed to him/her. </p> </li> </ul> <p class="font-weight-bold night-blue--text title"> ARTICLE 10 CONFIDENTIALITY </p> <ul> <li> <p> Football Player knows that he/she may share confidential and sensitive information through Scoutium Applications that will be used after the entry into force of this Agreement, that he/she may learn confidential and sensitive information of third persons during the use of the Platform and Scoutium website and that sharing this information with other third persons may cause damages that are difficult or impossible to compensate. In this context, the Football Player acknowledges, declares and undertakes that he/she will not share information that is sensitive or that is confidential information of any third person or whose intellectual property right belongs to a third person, that he/she will comply with this provision while creating content, and that he/she will immediately inform the Scoutium authority if he/she encounters such information sharing or Content on the Platform. </p> </li> </ul> <p class="font-weight-bold night-blue--text title">ARTICLE 11 INTELLECTUAL PROPERTY RIGHTS</p> <ul> <li> <p> Scoutium is the owner or license holder of all materials, including the general view and design of the Platform and all information, images, photographs, videos or Scoutium brand, domain name, logo, icon, demonstration, written, electronic, graphic or machine-readable technical data on the Platform, computer software, applied sales system, business method and business model, and the intellectual and industrial property rights thereof, and they are under legal protection. Within the scope of the Site and Scoutium Applications, all intellectual property rights (copyright and other rights), including but not limited to the authorization to use all financial rights regulated under the title of "Processing" in Article 21, "Reproduction" in Article 22, "Spreading" in Article 23, "Representation" in Article 24 and "Communication to the Public by Means of Signal, Sound and/or Image Transmission Tools" in Article 25 of the Law on Intellectual and Artistic Works No. 5846 ("<b>FSEK</b>") and moral rights regulated under the title of "Authority to Communicate to the Public" in Article 14, "Authority to Indicate the Name" in Article 15, and "Prohibition of Modification of Work" in Article 16 of the same law on the source code data code, software, mobile application, database and their improved versions belong exclusively to Scoutium, without limitation of place, duration, content, medium and number, and without the express written consent of Scoutium, they cannot be copied, processed or reverse engineered in whole or in part; all or part of the original form and/or the form to be processed cannot be reproduced directly or indirectly; they cannot be distributed in any manner or method; they cannot be used directly or by means of representation in public places using signal, sound and/or image transmission tools; they cannot be used in digital environments and/or mobile devices, cannot be communicated to the public and made available to third persons; they cannot be recorded in the tools that carry data, which are known at the time the Site is used and will be produced with technical means to be developed as long as the Platform is used; they cannot be used in any audio-visual works and cannot be communicated to the public, displayed, modified, adapted or translated by means of signal, sound and/or image transmission tools or by republishing, with the known methods or those to be developed as long as Platfrom is used. Scoutium reserves the right to block the access of the Football Player to the Platform immediately if the contrary situation is detected. </p> </li> <li> <p> Football Player declares, accepts and undertakes that the analysis, comments, images and videos made related to himself/herself, including but not limited to the rights transferred to third persons and/or belonging to third parties, do not qualify as works within the scope of FSEK, that all or part of his/her photographs and match videos can be shot and published on the Platform by Scoutium or other people using the Platform, and there will be no violation of any of his rights in this way, and provided that it does not constitute acceptance and in any case, that he has transferred his/her rights regarding the analyzes and comments made on himself/herself and/or he/she has made, logo, name, brand, design, sponsorship, including but not limited to the rights of 3rd persons, all kinds of industrial and intellectual property rights, and all his/her financial rights (the right to process pursuant to article 21, the right to reproduce in accordance with article 22, the right to distribute in accordance with article 23, the right to represent and communicate to public in accordance with article 24) and all moral rights within the scope of FSEK to Scoutium indefinitely or for the maximum period allowed by the legal legislation, free of charge, that the club to which he/she is affiliated and/or all relevant 3rd persons also know and approve this, that he does not and will not claim any rights and/or payments under any name and/or account for the rights transferred to Scoutium, that he/she and/or his/her club and/or 3rd persons have no right to recourse to Scoutium, and in the event that Scoutium has to make a payment under any name and account due to the Football Player for any reason, that he/she will pay Scoutium with all interests and secondary charges at the first request. </p> </li> </ul> <p class="font-weight-bold night-blue--text title"> ARTICLE 12 MISCELLANEOUS PROVISIONS </p> <ul> <li> <p> Force Majeure: The occurrence of situations that arise out of the control of the parties and preventing and/or delaying the fulfillment of the obligations of the Parties under this Agreement, which are stated below, but not limited to these, shall be considered as a force majeure: </p> </li> <li> <p> Natural events, natural disasters, (fire, flood, epidemic, earthquake, submersion, etc.) </p> </li> <li> <p> War (whether declared or not), civil war, terrorist acts, riot, revolution, coup d’état, the seizure of the state administration by force, </p> </li> <li> <p> Industrial conflicts, strikes, lockouts, blockades, slowdowns, </p> </li> <li> <p> Restrictions or acts, avoidance or interference by official authorities, </p> </li> <li> <p> Any administrative and/or judicial decision or similar actions that will temporarily or indefinitely prevent access to the Site, </p> </li> <li> <p> Any technical malfunction that will temporarily or indefinitely prevent access to the site. </p> </li> </ul> <p> The Party, which cannot perform its performance due to the force majeure, shall notify the other Party via notary public or e-mail within 2 (two) days from the date of the occurrence of the force majeure. If the force majeure event continues for more than 15 (fifteen) days, the Parties shall have the right and authority to terminate this Agreement unilaterally. </p> <ul> <li> <p> Severability: The determination that any article, sub-article or provision of this Agreement, other than the essential elements, is invalid or legally unenforceable will not affect the applicability or validity of other articles, sub-articles or provisions of this Agreement. In such a case, the article, sub-article or provisions that are found to be invalid or legally unenforceable in all respects in this Agreement shall be evaluated and interpreted as if they were removed from the text of the Agreement. </p> </li> <li> <p> Non-Transferability: Football Player shall not be able to transfer his/her rights and obligations arising from this agreement to anyone without the written consent of Scoutium. </p> </li> <li> <p> Entire Agreement: The Parties acknowledge and declare that they have mutually determined all the provisions of this Agreement with their own free will, that they have evaluated all the terms of the Agreement in detail, that they have agreed on all these conditions, that this Agreement has been prepared by considering the relevant legislation in force, that this Agreement is not a standard Agreement, that any of the articles of the Agreement does not make one of the parties weaker, and that the principle of reciprocity is meticulously observed in all provisions. </p> </li> <li> <p> Interpretation: The other agreements signed by the parties with Scoutium and all the procedures and rules on the Platform shall be interpreted together with this Agreement as an integral part of this Agreement. </p> </li> <li> <p> Notification: Any correspondence and notification regarding the Agreement shall be made through the Site or the Platform, through the e-mail address notified by the Football Player, or to the addresses of the Parties notified to each other within the scope of the Agreement, at the discretion of the Parties. Football Player shall notify Scoutium within 48 (forty-eight) hours at the latest of the change together with the new information, if any of the information provided while registering on the Platform changes, including the change of e-mail address, otherwise notifications to his/her old address shall be deemed valid by law. The provisions of the Notification Law and other legislation provisions within the scope of the applicable law are reserved. </p> </li> <li> <p> Agreement Language: This Agreement was written in Turkish. If any translation of this Agreement conflicts with the text written in Turkish, the Turkish text shall be valid. </p> </li> <li> <p> Resolution of Disputes: The Parties declare and undertake that the Agreement is subject to Turkish Law and in all disputes that may arise from the Agreement, they shall make all kinds of efforts by negotiation to reach a reasonable agreement that they will mutually accept. Otherwise, Istanbul courts and enforcement offices shall be authorized in any dispute that may arise from this Agreement. Within the aforementioned disputes, Scoutium's books, records and documents, computer records and fax records shall be accepted as evidence in accordance with the Civil Procedure Law No. 6100 and Football Player accepts that he/she will not object to these records. </p> </li> <li> <p> Stamp Tax: All kinds of dues, fees and taxes, including stamp tax, arising from this Agreement, and the issuance and signature costs of the Agreement shall be paid by each of the Parties in half. </p> </li> </ul> <p> <i> This Agreement consists of 12 main articles and annexes and was concluded after each article was read and understood by the Football Player. </i> </p> <p class="font-weight-bold night-blue--text title"> ANNEX-1: Services and Service Fees </p> <p class="font-weight-bold night-blue--text title"> ANNEX-2: Deed of Consent for the Processing of Personal Data </p> <p class="font-weight-bold night-blue--text title"> ANNEX-1 </p> <p> The Services that can be offered to the Football Player within the scope of the Platform and the one-time service fees of each service are as set out below, until the date when Scoutium is updated and published on the Platform at the unilateral discretion and authority. When Football Player pays the service fees set out below, he/she shall be able to benefit from all of the Services (match view, analysis view, notification services) collectively. </p> <p class="font-weight-bold night-blue--text title underline"> SERVICES: </p> <p> <strong>Analysis Purchase Service:</strong> In this type of service, the football player will be able to (i) purchase the match videos created by gathering the moments that he/she meets the ball in the highlighted match he/she chooses, (ii) review the scout analysis of his performance of the match that he/she bought the highlighted version of, and (iii) when this analysis is examined by football clubs, he/she will be able to receive a notification that says "A club playing in the X league has reviewed your analysis for Y match". When the footballer wants to purchase a highlighted match video, he/she will create a purchase request on the Platform. Scoutium will prepare the highlight video, upload it to the Platform within 24 (twenty-four) hours after receiving this purchase request, and inform the Player in writing. </p> <p><strong>Analysis Task Creation Service:</strong> In this type of service, with regards to the matches the football player he/she will be playing in the future, will be able to (i) identify and report to Scoutium the highlighted match and a video of the highlighted match will be made by Scoutium, (ii) examine the scout analysis that is made according to his performance in the highlighted match, and (iii) this analysis, when examined by football clubs, he/she will be able to receive a notification as "A club playing in the X league has examined your analysis of the Y match.”. When the football player wants to buy the match videos that are created by gathering the moments which he meets the ball in the highlighted match, if he/she opens a task in this way, he/she will create a purchase request on the Platform. Scoutium will prepare and upload the highlighted video to the Platform within 24 (twenty-four) hours after receiving this purchase request and inform the Player in writing. </p> <p class="font-weight-bold night-blue--text title underline"> SERVICE FEES: </p> <p> The player will be able to benefit from the Analysis Purchase Service (charged per each Match Video Purchased) when the service fee determined for the appropriate category below is paid: </p> <ul> <li> <p>49.00 TL (Forty-Nine Turkish Liras) for licensed Footballers who play in teams under 19, </p> </li> <li> <p>99.00 TL (Ninety-nine Turkish Liras) for licensed Footballers playing in teams over 19 years old.</p> </li> </ul> <p>The player will be able to benefit from the Analysis Task Creation Service (to be charged separately for each selected and reported match and to be valid for all age categories) for a service fee of 399.00 TL (Three Hundred and Ninety-nine Turkish Liras). </p> <p class="font-weight-bold night-blue--text title"> CAMPAIGN: </p> <p> Scoutium will load 10 TL (Ten Turkish Liras) into the wallet of the Player for each person he/she invites, who meets the terms set by Scoutium that signs up to the Platform using the link that is sent via SMS by the player who sent the invitation. Scoutium will add 40 TL (Forty Turkish Liras), in return for the first Match Video purchased by the player invited within the scope of the Campaign, to the Scoutium Wallet of the player who invited the person that bought the video. </p> <p class="font-weight-bold night-blue--text title"> ANNEX-2 </p> <p> Deed of Consent for the Processing of Personal Data </p> <p> Within the scope of your membership relationship with Scoutium, your credentials, phone number, home address, video and photos of the matches that you have given permission to be shot by Scoutium during the match using the platform, your bank account details, background information, benefits offered to you by Scoutium, your ethnic or racial origin, your disability, your age, your gender, your physical and/or mental health condition and other personal data that may be required to be processed by Scoutium and its business partners may be processed in accordance with the relevant legislation. Scoutium shall also be able to access and monitor your actions and interactions on the Platform and the Site without notice to you in order to ensure that you comply with and respect Scoutium's information systems policy (which may be amended from time to time). Personal data categories that can be processed in this context may include, but are not limited to, log files, hard disk contents, electronic mail contents, server contents and information about web pages accessed on the internet. </p> <p> Your personal data may be processed for the following purposes: </p> <ul> <li> <p> Management and conduct of Scoutium's business, </p> </li> <li> <p> Centralization of data, </p> </li> <li> <p>Fulfillment of Scoutium's legal and contractual obligations,</p> </li> <li> <p> Establishment, assertion and defending of legal claims, </p> </li> <li> <p> Management of the benefits and rights recognized by being a member of the Platform and the Site, </p> </li> <li> <p> Examination of violations of agreement rules and execution of related transactions, </p> </li> <li> <p> Monitoring of the interaction and transactions on the Site and the Platform for situations required and/or permitted by law. </p> </li> </ul> <p> Your personal data may be transferred to third parties, such as public institutions, information technology companies, professional consultants, banks and insurance companies, social security institutions, companies providing occupational health and safety services, 3rd persons visiting the Site and 3rd real and/or legal persons who want to get service on the Site, third persons assigned to carry out Scoutium's daily administrative and editorial tasks and/or companies within the group of companies of which Scoutium is a member, for the purposes specified in this document. As Scoutium is part of a group, your personal data may also be transferred to other group companies and processed outside of Turkey for the purposes stated in this document. </p> <p> It is important that your personal data are correct. If any information is incorrect, you have the right to contact Scoutium immediately, and you must also contact the Company immediately. As stated in the Agreement, you are personally responsible for the accuracy and up-to-dateness of the information in your profile on the Site and the Platform, and when you notify Scoutium of the update and correction of your profile, Scoutium shall update its records accordingly. </p> <p> If you have any questions about your rights regarding the processing of your personal data, please contact Scoutium via the e-mail address <a href="mailto:info@scoutium.com">info@scoutium.com</a>. </p> <p> <strong> <i> I consent to the processing, transfer and disclosure of my personal data and sensitive personal data for the purposes stated above. </i> </strong> </p> </div>