General Terms and Conditions
These terms and conditions (hereinafter the “Agreement”) govern and regulate the access and use of the Platform by the Client, whether in connection with a paid subscription or a free trial, and the provision of the Services by Ralliance Padel to the Client.
The Agreement entered into with Ralliance Padel will be effective (the “Effective Date”) on the earlier of (i) the date on which Client accepts this Agreement by any means, or (ii) the date of the first access to the Platform by the Client. By accessing the Platform, Client indicates that has read this Agreement and agrees to be bound by its terms. If the Client does not agree with all of the terms of this Agreement, it may not access or use the Platform. If you are accessing and using the Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
Ralliance Padel and Client may each be referred to herein as a “Party” and collectively as the “Parties”.
Capitalised words will have the meaning provided in Section 1 (“Definitions”). All capitalised terms in the Appendix I (Data Processing Agreement) will have the meaning set out under the Applicable Privacy Law, unless otherwise defined therein.
1DEFINITIONS
“Aggregated Data” means any anonymized, de-identified, or aggregated data derived by or through the operation of the Platform or the Services that does not reveal any personally identifying information about the Client or any End Users or is reasonably linkable to any End User.
“Applicable Law” means any and all laws, statutes, orders, rules, regulations and directives, among others, applicable in Spain and in the relevant jurisdiction from time to time during the Term of this Agreement.
“Applicable Privacy Law” means the General Data Protection Regulation (EU) 2016/679 and the Spanish Data Protection Act 3/2018, and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re enacts or consolidates any of them.
“Client” means the entity entering into the Agreement with Ralliance Padel.
“Client Data” means any non-personal data of the Client, its End-Users and Connected Persons stored in or processed under the Platform.
“Connected Persons” means, in relation to a Party, any officer, employee, collaborator, agent, adviser or representative of that Party from time to time.
“Confidential Information” shall include, but not be limited to, any and all information associated with a Party’s business that is marked as confidential or which a reasonable person would understand, based upon the content and manner of disclosure, should be treated as confidential. For Ralliance Padel, this includes, without limitation, the Platform, any documentation associated with the Platform, business plans, product designs, price lists, marketing data, and any other confidential and proprietary information provided by it to the Client.
“Data Controller” or “Data Processor” shall have the meaning set out on the Applicable Privacy Law.
“End Users” means any third party that schedules or purchases products or services from the Client through the Platform or that otherwise interacts with the Client through the Platform.
“Intellectual Property Rights” means any patents, utility models, inventions, designs, copyrights, database rights, trademarks, trade names, trade secrets, know how or other intellectual property rights, in each case whether registered or unregistered, including any registration application of the same.
“Personal Data” means any information relating to an identified or identifiable living individual.
“Ralliance Padel” means a corporation duly incorporated under the laws of Spain, with registered address at Paseo de la Castellana 93, planta 10, Edificio Cadagua, 28046 Madrid.
“Platform” means the technological ecosystem comprised by Ralliance Padel Mobile App available for both IOS and Android devices, Ralliance Padel Web App available through https://ralliance.io Ralliance Padel Manager available through https://manager.ralliance.io/.
“Services” means any and all services provided by Ralliance Padel to the Client through and in relation to the Platform.
“Service Package” means the version of the Platform which the Client uses, as chosen by the Client through the Platform.
“Special Conditions” means any terms and conditions entered into between Ralliance Padel and the Client for the access and use of the Platform and the Services by the Client different from this Agreement.
“Territory” means the country in which the Client’s sport centre registered in the Platform is located.
“Term” has the meaning set out in Section 15.
All terms in this Agreement related with personal data protection not expressly defined herein will have the meaning set out under the Applicable Privacy Law.
2LICENCE TO USE THE PLATFORM
Subject to the terms and conditions of this Agreement and any Special Conditions, Ralliance Padel grants to the Client a non-exclusive, non-assignable, non-sub-licensable and revocable license to use the Platform exclusively for the functionalities specified in the Service Package and/or in the Special Conditions during the Term in the Territory.
The Client agrees that it shall not acquire any rights to use the Platform other than expressly set out in this Agreement and any Special Conditions. Upon the termination or expiry of the Agreement, the Client’s right to access and use the Platform shall terminate.
Ralliance Padel shall ensure that the Platform comprises all those capabilities, functionalities and technical characteristics indicated in the Service Package and/or in the Special Conditions.
3USE OF THE PLATFORM BY THE CLIENT
The Client shall use the Platform in compliance with: (i) Ralliance Padel’s reasonable instructions; (ii) provided training resources; and (iii) operating conditions provided at https://help.ralliance.io/.
The Client shall have in place all hardware required to properly use the Platform.
Client shall not use the Platform in any way which: supports third parties’ business solutions; infringes Intellectual Property Rights; or causes damage to the Platform.
The use of the Platform through any type of robotic tool is strictly prohibited.
Client shall not license, sublicense, sell, or lease the Platform to any third party.
4INTELLECTUAL PROPERTY
All Intellectual Property Rights over the Platform are the sole and exclusive property of Ralliance Padel.
The Client grants Ralliance Padel a limited, royalty-free license to use and display Client’s name and logos for marketing and promotional efforts.
Ralliance Padel is the legitimate owner or licensee of all contents shown in the Platform, including designs, texts, and images.
The Client shall not claim any Intellectual Property Rights in any feedback or enhancement requests it gives relating to the Platform.
5PROVISION OF SERVICES
Software Services: features determined by the Service Package.
Support Services: technical support for resolution of incidents.
Training Services: resources for teaching the Client how the Platform works.
Marketing Services: promotion of the Client’s sports facilities.
Payment processing and Self Billing Services: Ralliance Padel may issue invoices regarding transactions made by End-Users through the Platform.
6EXCLUSIVITY
The Client expressly undertakes during the Term not to acquire or use any platform or solution which might provide similar or competing outcomes to the Platform.
7DATA OWNERSHIP AND USE
The Client owns all right, title and interest in the Client Data.
The Client grants Ralliance Padel a licence to use, distribute, and modify Client Data as necessary for providing and improving services.
8NO WARRANTY
THE PLATFORM IS PROVIDED ON AN 'AS IS' BASIS, AND RALLIANCE PADEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
Ralliance Padel does not warrant that the Platform will be error-free or uninterrupted.
9INDEMNITIES
The Client shall indemnify and hold harmless Ralliance Padel from claims arising from Client's transactions with End Users or any breach of this Agreement.
10LIMITATIONS AND EXCLUSIONS OF LIABILITY
Ralliance Padel is not responsible for damages caused by network deficiencies or misuse of the Platform by the Client.
In no event will Ralliance Padel's aggregate liability exceed the amounts paid by the Client during the last six (6) months.
15TERM AND TERMINATION
Initial Term of twelve (12) months, automatically renewing unless written notice is given sixty (60) days prior to expiration.
Termination may occur for material breach or failure to pay Fees.
APPENDIX I: DATA PROCESSING AGREEMENT
The provision of the Services involves the processing of Personal Data by Ralliance Padel on behalf of the Data Controller. Ralliance Padel shall implement adequate technical and organisational measures to ensure a safety level commensurate to the risk involved.
APPENDIX II: BUSINESS MANAGEMENT MODELS
Defines the various business management models (Distribution and Commission-based) through which Ralliance Padel manages End-User requests and invoicing.
Trustly, Ralliance Padel