TERMS OF USE

This End-User License Agreement should be read carefully before using TALENT SPY®. By using TALENT SPY® it is implied that the user is aware of the terms and conditions of this End-User License Agreement, agreeing with its terms. This End-User License Agreement is published on TALENT SPY® platform and may be accessed and downloaded at any time.

1. Identification of Parties

The parties to this End-User License Agreement TALENT SPY® software are the following:

The company F3M – Information Systems, SA, as Licensor, identified by the Tax Identification Number No. 501854371, seated in Rua de Linhares, 4715-435 Braga, and

– The user who adheres to the Free account, after having read and accepted this End-User License Agreement, or

– The user who buys a Premium/Corporate account, after having read and accepted this End-User License Agreement and paid for the account.

2. Object of Contract

2.1. This present Agreement regulates the End-User License, in a non-exclusive and non-transferable disposition of the TALENT SPY® software.

2.2. This End-User License Agreement is free, when accepted by a user who registered a Free Account.

2.3. This End-User License Agreement is onerous, when accepted by a user that registered and paid for a Premium/Corporate account and other users registered in accordance with the endorsed plan.

3. Definitions

3.1. TALENT SPY® is a web platform, available on https://www.ftspy.com.

3.2. TALENT SPY® can also be named as application, platform or software.

3.3. TALENT SPY® includes many features for creating, editing and filing of football player profiles.

3.4. User is the person who registered a Free account or a person who is registered for a Premium/Corporate account by an Owner.

3.5. Owner is the person who registered and paid for a Premium/Corporate account and is able to register different users with access to one’s collaborative account.

3.6. Data activity and media file stands for: inserting, editing and filing of data storage and media.

3.7. Media means: files in format .zip, .pdf, .doc, .docx, .jpg, .gif, .png.

3.8. Add-ons are additional applications, allowing the user to customise the use of any available tool.

3.9. Upgrading the account plan signifies the owner’s option to increase the number of registered users.

3.10. Downgrading the account plan signifies the owner’s option to reduce the number of registered users.

4. Talent Spy Access Accounts

4.1. TALENT SPY® allows two access accounts, the Free account and a Premium/Corporate account. Each account allows a distinguished access to different software features, which terms and conditions of subscription can be found in the attached Table 1 of this contract, being integrally part of the contract.

4.2. A Free access account allows only one user registration with access to the software.

4.3. The Premium/Corporate account allows each owner to register between 1 to 25 users with access to the software, depending on the subscribed plan.

5. Free Account and Trial Period

5.1. Each new subscription of a Free account allows a 30 days trial period of a Premium/Corporate account, with the selected plan and access to all its features.

5.2. In order to join the Trial Period, the user has to subscribe to a Premium/Corporate account for 1 month without any fee, inserting the required billing and payment information.

5.3. The free 30 days trial period starts after submitting the information referred to in 5.2. At the end of this period, the endorsed plan of the Premium/Corporate Account User automatically enters into force and its duly payment is processed.

5.4. Users may unsubscribe from such Premium/Corporate account without any associated cost, being transferred to a Free account at the end of the Trial Period, according to the terms and conditions set forth in Item 8 hereof.

5.4. The User is informed, up to 5 days before the deadline and via email, the procedures to adopt in case of automated subscription of the selected Premium/Corporate account for the Trial Period or in the event of cancelling this specific subscription.

6. Premium/Corporate Account

6.1. The providing of a Premium/Corporate account subscription service, in its different plans, is subject to prior payment by the Owner of the amount and means, as listed in Table 1.

6.2. Premium/Corporate account plans vary depending on the number of users that the Owner commands to register, from a minimum of 1 to a maximum of 25 users. Each plan has specific features, as provided in Table 1.

6.2.1. The Owner may upgrade or downgrade the account at any time.

6.2.1.1. Account upgrading takes effect on the requested date. In case of upgrading while a subscription plan period, the difference of subscription payment amount is calculated.

6.2.1.2. Account downgrading only takes effect at the end of the contracted subscription plan period and there is no refund.

6.3. Each Premium/Corporate account plan lasts according to the recurrent payment mode chosen by the Owner: 30 and 365 days. Each Premium/Corporate account plan automatically renews for an equal period of its original subscription.

6.4. Regardless of the chosen mode (monthly or annual), the payment of the subscribed Premium/Corporate account plan must be performed prior to activation (monthly or yearly) and at renewal of the corresponding plan.

6.5. After full payment by the Owner of the purchased account value, it remains active for the contracted period, even if the owner opposes to its renewal.

6.6. After full payment verification, the respective proof of payment will be issued and sent to the Owner by e-mail as a PDF file by F3M.

7. Cancellation Policy

7.1. Respecting the duration of the Premium/Corporate account subscribed plan, specifically 30 and 365 days, the User has the right to cancel the subscription auto-renewal through the following page that is available on Account Settings.

7.2. At the end of the subscription duration or the Trial Period Plan, the cancellation of the Premium/Corporate account subscription implies that the account will downgrade to Free account with the inherent limitations.

7.3. All data entered by the user exceeding the Free account the limit becomes no longer available, by insertion order from newest to oldest.

7.3.1. The user can regain access to the data entered by subscribing and paying for a Premium/Corporate account within 20 days (see item 16.4), or download them to your devices via a text format file within 30 days (see point 16.5).

8. Description and operating requirements

8.1.TALENT SPY® runs on the following operating systems: Firefox, version 4 up; Chrome, version 10 up; Safari, version 5 up; Opera, version 12 up; and IE8 +. The application is not available for Internet Explorer version 7 or earlier.

8.2. TALENT SPY® runs on tablets with Android operating systems, version 2.3 up, and OSX version 5 up, with a minimum operating resolution width of 768 pixels.

8.3. Running on Smartphones (any operating system) is too limited in terms of user experience, and will be considered unfeasible for current use.

8.4. The application allows you to insert text, upload image, text and video files and inserting external links to pictures and Youtube videos. The output in terms of graphic and visual data cannot be customised and its graphical appearance is determined by the application structure itself.

8.5. The software has not specific requirements to operate, requiring only a device with an Internet connection and entering text ability. The application ensures its proper operative functioning on tablets and desktops/laptops, as in the aforementioned points 9.1 and 9.2., as long as they contain an Internet connection.

8.6. As this is a web-based system application, its major data processing is executed in the application server itself. To ensure proper functioning of the application there must be a constant Internet connection with a 2Mb bandwidth for information processing.

9. F3M Obligations

9.1. F3M guarantees the confidentiality of all data entered into the software for each registered User and Owner. There is no information disclosure except in compliance with legal obligations.

9.2. The entire interface has been created in order to simplify the implementation of every feature. F3M guarantees that, within the application constraints, all features will work as stipulated in the TALENT SPY® help page.

9.3. In order to help every Owner and User, F3M offers a free online platform, subject to registration, where you can consult the available guidelines to use favourably the software functionalities (support.ftspy.com).

9.4. For more specific questions, each Owner and User can send an e-mail to support[at]ftspy[dot]com.

9.5. The F.A.Q. are available on the same platform support.

10. F3M Liability

10.1. F3M assures the proper functioning of the server where the platform is hosted.

10.2. The suspension of the TALENT SPY® service for reasons not chargeable to F3M does not grant the Owner and the User the right to be indemnified or compensated in any way for any property damage or other that could accrue to him due to such suspension.

10.3. F3M is not liable before third parties for any damage or loss caused by acts of every Owner and User, which would result in misuse of the platform or in violation of the Terms of Service and conditions of this End-User License Agreement.

10.4. F3M is not responsible for any decision taken by the Owner or User, based on the data entered on the software.

10.5. In case of removal by the Owner or User of any information or data previously entered by you on the platform, F3M has no obligation to retrieve that information.

10.6. F3M is not responsible for the functioning quality of its application in other browsers and operating systems other than those specified in Section 8. F3M is not liable for information processing quality when Internet speed is lower than that reported in section 8.6.

11. User Obligations

11.1. Platform is accessed when Owner or User enters his identification and password to validate the logging in.

11.2. Owner or User is authorised to and can change the account password at any time. Either Owner or User is able of password recovery. F3M recommends Owner or User to change the password on a regular basis and to not disclose access codes to any person who is not authorised to act on your behalf.

11.3. Owner or User accepts full responsibility for the security of ID and Password, which includes unauthorised access by third parties, even if that party is acting on its behalf, on behalf of or as representing and instructed by others through employment contract or other status.

11.4. All data and media activity stored files on TALENT SPY® is responsibility of each Owner or User.

11.4.1. Personal and private data entered on the platform by Owner or User is of their own responsibility. F3M cannot be hold responsible for personal and private data of a third-party entered by Owner or User on the platform.

11.5. Each Owner or User agrees not to use the platform to:

11.5.1. Denigrate, abuse, harass, stalk, threaten or violate otherwise in any way the rights of others;

11.5.2. Publish, post a post, upload, distribute or disseminate any type of inappropriate, defamatory, obscene, disrespectful material and/ or unlawful information;

11.5.3. To upload files or any other matter protected by Copyright Code or that violates personal privacy data protecting laws and any other property rights, except when User owns it or has received the required authorisation to do such;

11.5.4. Make illegal download of files, or subject to any other prohibition of files of others or other users.

11.5.5. Every Owner or User is not allowed to:

11.5.6. Falsify, omit or delete any author attribution, legal or any other type of label/ proprietary designation of the software source/ origin and any material contained in a sent file;

11.5.7. Manipulate or falsify information in order to disguise product or service source;

11.5.8. Record, gather, withhold or collect information about other users;

11.5.9. Violate any applicable law or regulation, particularly those ruling over intellectual property, and corrupt or alter procedures, policies, requirements or regulations related to services;

11.5.10. Create a false identity for the purpose of misleading others.

11.6. Each Owner or User cannot exploit any possible system flaw found, under suspension penalisation.

12. Talent Spy maintenance and update policy

12.1. F3M has no obligation to provide updates. However, F3M may require Owner or User to install necessary updates to maintain software compatibility, provide security updates or bug fixes or even offer new features, functionality or releases.

12.2. Owner or User agrees to receive such updates to continue using the software under the End-User License Agreement.

12.3. From time to time, F3M may need to perform maintenance or upgrade the software. This may compel F3M to temporarily suspend or limit the software use, completely or partially, until maintenance and/ or upgrades are completed. F3M will publish the time and date of such suspension or limitation to its possible extension, unless in need of urgent action.

12.4. Owner or User is not entitled to demand compensation for such suspension or limitation of the software.

13. Licensing and Copyright

13.1. TALENT SPY® is not sold but licensed to Owner or User. This license is effective from the acceptance date of this End-User License Agreement and, in case of a Premium/Corporate Account Owner, on the date of its respective full payment.

13.2. Unless with granted permission expressed by F3M for such purpose, Owner and User shall not:

13.2.1. Copy any application part;

13.2.2. Distribute, rent, sub-license, transfer or disclose or transmit, by any method, TALENT SPY® to anyone;

13.2.3. Modify, translate, merge, or prepare derivative works of TALENT SPY®;

13.2.4. Use any portion of the software for unspecified purposes and / or authorised by F3M.

14. Changes to Agreement

14.1. F3M may modify this License Agreement for future use.

14.2. Any amendments or modifications will be notified to Owner and User through an online notice.

14.3. Owner and User agrees to that when accessing TALENT SPY®, after receiving online notice of Agreement Change or Amendment, it will constitute acceptance of all changes or amendments of this kind.

15. Contract duration, suspension and termination

15.1. This contract shall enter into force from the moment Owner and User declare their acceptance of this End-User License Agreement and acquire or adhere to one of the accounts, respectively.

15.2. In case of accounts, each subscription plan renews automatically at the end of the contracted period of 30 and 365 days, respectively.

15.2.1. Owner has the right to cancel automatic renewal until the end of the contracted Premium/Corporate account plan duration under Item 8 of this Agreement.

15.3. Failure to any of the obligations under this contract by the contractors constitutes termination cause here within, in legal terms.

15.4. Non-payment by Owner of the amount corresponding to the subscribed Premium/Corporate account plan results in immediate access suspension to the respective account.

15.4.1. In case of Premium/Corporate account access suspension, Owner is given 20 days period to make the payment and request account activation.

15.5. Both payment failure as contract termination due to obligations compliance failure as provided for under this End-User License Agreement allows Owner or User a period of 30 days to access and download a text file with all data entered during contracted period.

15.5.1. After the referred period, F3M safeguards the right to disable Owner or User account or erase all activity records and deleting its storage.

16. Privacy and Data Access Rights

16.1. Under this contract, you agree that F3M may collect and use technical information that is provided by you in relation to technical support and feedback related to TALENT SPY® services.

16.2. Personal data collected by F3M is contained in a protected database and is confidential and used exclusively for legal obligations compliance by F3M and automatically processed in accordance with Law No. 67/98 of October 26.

16.3. Under applicable law, F3M is obliged to grant to User the right to access, correct and delete any data collected upon User.

17. Law and Jurisdiction

This EULA will be governed by the laws of Portugal In all matters and disputes arising from or related to this contract, expressly waiving any other, subject to the legal provisions in force.