INSCYD License Agreement - INSCYD

INSCYD METRICS

INSCYD GmbH

Oberfelben 3, 8268 Salenstein, Switzerland

(hereafter referred to as ‘INSCYD’)

 Version 12/2017

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LICENSE AGREEMENT  –  Contractual Terms

 

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Table of Contents

1…………… Introduction. 2

2…………… Application of the provisions of use. 2

3…………… Subject of the contract 2

3.1……….. Terms of use. 2

3.2……….. No Reverse Engineering. 3

4…………… Usage of the Service. 3

5…………… Registration. 4

6…………… Subscription. 4

6.1……….. Types of subscriptions. 4

6.2……….. Prices and Payments. 4

6.3……….. Duration. 5

7…………… Termination of use of the Platform.. 5

7.1……….. Through INSCYD (Exclusion) 5

7.2……….. By the User 5

7.3……….. When deactivating the User account 5

8…………… Content 6

8.7……….. The User is aware and consents that the use of the platform may cause the system to produce data storage or copies on the User’s hardware. 6

9…………… Privacy Policy. 6

10………… Warranty. 7

11…………. Disclaimer of liability. 8

11.1……… Disclaimer for data collection. 8

11.2……… Excluded Warranty. 8

11.3……… Other Disclaimer of liability. 8

12………… Modification of the Usage Regulations. 9

13………… Final provisions. 10

 

1.                Introduction

INSCYD operates an interactive platform with the aim to calculate the human muscular energy metabolism as a function of work intensity (velocity, power, and similar values) for steady state and dynamic conditions for the testing, training and competition in the field of high-performance sport and other activities.

2.                Application of the provisions of use

2.1 INSCYD offers access to the interactive software of INSCYD (Platform) installed in the cloud, as well as related other offers (see below, point 3), to its customers (Users) via the website app.INSCYD.com for use in accordance with the present utilization.

2.2 By registering, the User explicitly accepts the present terms of use. Registration on, access to the software and use of the software and the related offers on the Platform are not possible without explicit consent to these Contractual Terms and are not permissible.

2.3 These Contractual Terms apply to all access points, including (sub) domains or mobile applications.

3.                Subject of the contract

INSCYD currently offers its Users the following products and services on the Platform:

3.1              Terms of use

3.1.1 INSCYD allows its registered Users to use the Platform to upload, evaluate and store the results of the evaluation on the cloud servers of INSCYD or on the local device of the user as well as on a separate data storage media.

3.1.2 The use of the Platform does not include the right to use the software in any way different than as permitted herein, to download it in its entirety or in parts or to access the data of other Users stored on the platform.

3.1.3 The User does not acquire any right in title of the software or its source code; thus the User may not claim access to the source codes or parts of it.

3.1.4 The User is not entitled to alter any graphic figures or contents which are accessible on the platform; e.g. the User may not erase, alter or manipulate any watermarking or other marks which are part of or attached to such graphic figures or contents.

3.1.5         The User is aware and consents that the software is subject to rolling upgrades and alterations; this may result in different function or graphical appearance.

3.2              No Reverse Engineering  

The User is not entitled to perform any form of reverse engineering or to extract any data from the platform.

4.                Usage of the Service

4.1 Registration with the Platform (see point 5) and the conclusion of a subscription (see point 6) are prerequisites for the use of the offer by the User.

4.2 Access to the Platform and set up the online access is as follows:

a. INSCYD sets up the user account by creating the organization (company, club, federation, etc.).

b. The customer receives the login data to log in on the INSCYD platform as the administrator of his organization

c. The organization admin is thereby able to create further user accounts within his organization using a hierarchical structure of organization.

4.3 Use of the Platform via online access:

4.3.1 Login to homepage with username and password;

4.3.2 Upload or manual input of measured data, or view & analyze already existing data;

4.3.3 Using the INSCYD Software

a. Select one or more athletes

b. Selection of origin data (athlete / load data)

c. Input parameters for calculations (reference numbers / constants of the model, load patterns, times series of data, etc.)

d. One or more calculations

e. Receiving the results

4.3.4 Analysis of the data entered by the calculation engine

4.3.5 Visualization / display of the results

4.3.6 Where applicable: download of the results

5.                Registration

5.1 In order to be able to use the services offered by the INSCYD.com Platform, registration is necessary.

5.2 If registration is not completed, g., personal data or the consent to these terms of use is missing; INSCYD reserves the right to delete the (partial) user account within seven days.

5.3 INSCYD reserves the right to refuse users without giving reasons. In this case, the transmitted data are immediately deleted.

6.                Subscription

6.1              Types of subscriptions

6.1.1 In order to be able to use the app.INSCYD.com Platform, the User has to pay the agreed price, plus any additional fees that may be due in connection with the use of any offer by INSCYD, by means of a credit card or any other payment method accepted by INSCYD. The amount to be paid depends on the offer and the duration selected (Subscriptions).

6.1.2 INSCYD offers Users different possibilites:

a. Pay per use with billing for each individual service in booked packages;

b. Flat rate with monthly, quarterly or annual billing on the number of analyses, number of athletes and number of Users (enterprise solutions)

c. Pre pay packages for a defined number of evaluations

d. Monthly, quarterly or yearly rates for a certain amount of evalulations

e. Individual contracts with customized fees and usage options

6.2              Prices and Payments

6.2.1 The applicable prices are available at get.inscyd.com INSCYD can change the prices at any time, with effect at the next end of each subscription period. Price changes are published on get.inscyd.com and any change will be notified via email to the user.

6.2.2 Payment terms: INSCYD will invoice monthly; payment shall be due when the invoice is issued. Other rules may apply in case the parties agreed upon a flate rate or another special arrangement.

6.3              Duration

6.3.1 In case the User does not only sign up on “pay per use” mode the available sub­scription duration is 12 month.

6.3.2 Automatic renewal: As soon as the subscription period reaches its end, the User’s subscription will automatically extend, unless he or she has terminated his or her subscription at the latest two months before the last day of the original subscription period, subject to the notice period.

6.3.3 The subscription terms can be viewed at get.inscyd.com. INSCYD may change them at any time.

6.3.4 Termination by the User: The User is not entitled to terminate his subscription otherwise them by notice according to subparagraph 6.3.2 supra.

6.3.5 Termination by INSCYD: INSCYD may terminate the subscription of a User at any time with or without notice of 10 days. Already paid fees of INSCYD will only be refunded if the termination is not given due to a good reason set by the User or with the above notice period, and if the amount to be refunded exceeds CHF 50 in individual cases.

7.                Termination of use of the Platform

7.1              Through INSCYD (Exclusion)

INSCYD has the right to exclude individual Users or Users of a particular category from the use of the Platform with or without a good reason by deactivating their user accounts. In such a case, an excluded User has no claim for compensation except pursuant to Sec. 6.3.5.

7.2              By the User

The User is entitled to terminate the use of the Platform at any time by deactivating his User account. However, the termination of the use will not alter the term of the subscription.

7.3              When deactivating the User account

7.3.1 All personal data which the User has entered during the registration process are deactivated.

7.3.2 All personal data shall be permanently deleted upon the request of the User. Such request shall be submitted by e-mail using the e-mail address defined when registered.

8.                Content

8.1 INSCYD is entitled to store and process content, provided this is necessary and useful for the provision of its services. It must comply with the provisions of data protection (see section 9).

8.2 INSCYD is entitled to pass on content to third parties as far as this is required by law or is necessary and legally permissible in the reasonable discretion of INSCYD in order.

8.2.1 to comply with legal provisions or judicial or administrative orders;

8.2.2 to ensure the observance of these provisions;

8.2.3 to respond to the assertion of an infringement by a third party; or

8.2.4 to preserve the rights, property or personal safety of INSCYD, its Users or the public.

8.3 The User is responsible for the way he or she has obtained the information entered via the Platform. He or she shall, in particular, be responsible for the way the data were obtained and the conditions under which they are obtained, as well as for the relationship between the User and the individual athlete whose information is entered and processed.

8.4 The User grants INSCYD an irrevocable, free of charge, non-exclusive and unrestricted right of use to all data generated, transmitted, or stored by him or her. INSCYD is therefore entitled to use all content, independently of the type of use within the scope of the offer of INSCYD, as well as for the evaluation within the framework of statistical surveys (without the possibility of concluding on the identity of the User or the respective athlete). This also includes the right to change and edit data, insofar as this does not affect the legitimate interests of the User. In this context, the User waives the assertion of copyright rights and data protection rights.

8.5 INSCYD reserves the right to delete User-entered information and User-generated results. In this case, the User is informed about this in advance; such information shall not be necessary in case the User Account is deactivated.

8.6 INSCYD assumes no responsibility for the results created for the User, the validity and correctness of the results the user created and assumes no supervisory function regarding such results.

8.7              The User is aware and consents that the use of the platform may cause the system to produce data storage or copies on the User’s hardware.

9.                Privacy Policy

9.1 The collection, administration and use of personal data by INSCYD are done in accordance with the applicable data protection law.

9.2 INSCYD collects data that can be traced back to the person to whom such data relate when registering a User on the Platform. The individualized information includes

a. First and last name of Users and athletes;

b, Residential address or other postal address, including the street and place name of the Users and sportsmen;

c. Telephone numbers of Users and athletes;

d. E-mail addresses of Users and athletes;

e. Website URLs, Facebook, Twitter and Instagram names of User and athletes

f. Personal data of the Users and athletes such as body composition data, blood data, spirometry data, performance data, load data, velocity data, GPS data, time series of heart rate, power, speed, cadence.

9.3 Information which cannot be directly related to the identity of the User, in particular anonymised data, which do not allow to trace the User, are not personal data. However, INSCYD is entitled to cite for marketing purposes the name and logo of organisations (e.g. sport clubs) to which it rendered its services.

9.4 The protection of privacy and personal data is of utmost importance for INSCYD. INSCYD gives the highest attention to this aspect of the implementation of this service. In order to protect the User’s data against accidental or deliberate manipulation, loss, destruction or access by unauthorized persons, INSCYD uses technical and organizational security measures.

9.5 The User is entitled, on request and free of charge, to receive information about the data he has stored.

9.6 INSCYD uses “cookies” to help determine the frequency of use of the offer. The use of INSCYD is also possible without cookies.

10.              Warranty

10.1 INSCYD does not warrant that the Platform is available continuously, completely and error-free, or that the required software and hardware work without malfunctions and errors.

10.2 INSCYD does not guarantee that access to the cloud on which the Platform is installed is possible without interruption.

10.3 INSCYD does not warrant that the data transport by third party systems, in particular over the Internet or telecommunication networks, will not be tracked, recorded or corrupted by third parties.

11.              Disclaimer of liability

11.1           Disclaimer for data collection

11.1.1 INSCYD shall not be liable for:

a. The means used by the User in data collection

b. Physical interventions and activities during data collection;

c. Uploading and downloading own and third-party content by the User.

11.1.2 The use of any software or hardware of INSCYD does not replace the consultation of a specialized physician by the User or the athlete.

11.1.3 INSCYD shall be liable within the framework of the existing statutory provisions, irrespective of the legal basis (pre-contractual, contractual, external) only if a damage caused by INSCYD was caused by gross negligence or wilful intent. In the case of slight negligence, INSCYD is not liable towards companies and consumers as regards injury to life, body, health. A liability of INSCYD against companies for consequential damages, pure property damages, lost profit as well as damages from claims of third parties is excluded.

11.1.4 Except as required by applicable law, INSCYD shall not be liable for damages resulting from the use of content made available through the Online Offer or other forms of use of the Online Offer. This also applies to damages caused by errors, problems, viruses or data loss.

11.1.5 INSCYD assumes no liability whatsoever for the downloaded material or the material that the User has received as a result of the use of the service on the Platform. The User is solely responsible for any damage that may be caused by his computer system or the loss of data due to downloading any performance related material from the app.INSCYD.com Platform.

11.2           Excluded Warranty

Any exclusion of Warranty according these Contractual Terms results in disclaimer of liability.

11.3           Other Disclaimer of liability

INSCYD assumes no liability whatsoever for any advice, suggestions, proposal as to training, behaviour, medical or other intervention and the like, which may be explicitly or implicitly provided by using the Platform.

12.              Modification of the Usage Regulations

12.1 INSCYD reserves the right to change these Contractual Terms at any time at its free volition. It will do so in particular in order to comply with amended legal requirements, to improve the offer economically or to better serve the User interests. The versions of the Contractual Terms applicable at any given time can be accessed on www.INSCYD.com/user-area

12.2 Amendments to these Contractual Terms do not require the consent of the User, with the exception of the subject matter of the contract. To the extent that INSCYD wishes to make a change to the terms of use, INSCYD will notify the User as soon as possible. Such notification will be either (i) by e-mail to the address of the User provided upon registration, or (ii) on the relevant pages of the Platform, or (iii) on any device the User uses to access the offer of INSCYD. INSCYD may call the User to accept new or changed Contractual Terms by ticking the “Yes”, “I Accept”, or similar consent option. Any changes to the Contractual Terms will in any event come into effect within thirty days from publication.

12.3 If the User does not agree to the changed Contractual Terms, he cannot continue using the offer of INSCYD.

12.4 If the User continues to use the offer on the Platform after a change in the Contractual Terms or after the notification of any change, or after the end of the thirty days, he or she is deemed to have consent to the amended Contractual Terms.

12.5 Oral changes to or new Contractual Terms do not exist.

13.              Final provisions

13.1 Should individual provisions of these Contractual Terms be or become invalid, the remaining Contractual Terms shall remain unaffected.

13.2 This Agreement shall be governed by and construed in accordance with the Swiss substantive law. The rules on conflicts of laws shall not apply.

13.3 The courts of Zürich / Switzerland (Zürich 1) will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

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Organization/Company                       Name of Signer                                   Position of Signer

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Place, Date                                         Signature

Contractual Terms Version July 17, 2017

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