Wyscout SpA (hereinafter, “Wyscout”), a sole shareholder company under Italian law, with head offices in Chiavari (GE), Corso Colombo 7-9-11, fully owned by Hudl Italia S.r.l., is the leading company for players scouting, transfer and analysis, providing the largest digital platform worldwide and supporting football professionals in achieving a higher level of sophisticated and dynamic professional work through its online platform (hereinafter “Platform”) and the supply of other online services by Wyscout (hereinafter “Service”) available at the website www.wyscout.com
On the one hand
The user of the Platform and the Service (hereinafter, “Customer”) is a professional operator acting in the football sector or using the Platform and Service for professional purposes (such as, by way of example, scouting, educational, tutorial and/or analysis activities).
On the other hand
Wyscout and the Customer collectively referred to as “the Parties”.
The Parties are interested in entering into this agreement in order to allow the Customer to use the Platform and the Service.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follow:
1. The Contract
1.1 This Contract (hereinafter “Contract”) is undersigned between Wyscout (hereinafter, “Wyscout”), and the Customer whose data and general information were registered by the Customer in the relevant section of the subscription . This Contract governs the access to and non-exclusive use of some or all of the features made available in the restricted area of Wyscout’s website www.wyscout.com and the supply of other online services by Wyscout, which are provided and managed by Wyscout or through its agents, dealers and third parties authorised by the same contractors.
1.2 This Contract shall apply to any and all contracts stipulated between Wyscout and the Customer, unless otherwise agreed in writing with Wyscout.
1.3 The Customer may also purchase a variety of Services, packages or multiple simultaneous licenses to access the Platform (“Additional Accounts”), in which case the provisions of this Contract shall apply to all Services, packages or simultaneous licenses to access the Platform without the need to sign multiple contracts.
1.4 This Contract consists of (a) these “Terms and Conditions for the Use of the Wyscout Platform Service” (hereinafter “Terms”) and (b) the commercial offer included in the section of the subscription (the “Commercial Offer)”. In case of conflict or discrepancies, the terms provided in the Commercial Offer shall prevail over the Terms.
2.1 The Service offered by Wyscout is divided into ‘packages’ in accordance with the type of Service the Customer intends to purchase. More particularly, the Service is divided into different packages (hereafter indiscriminately “Packages”), which are selected by the Customer through the website at https://wyscout.com/pricing/ or Wyscout direct sale.
2.2 The Packages selected by the Customer are those included in the Commercial Offer. The same Commercial Offer shall include the features of the Platform which are available to each Customer.
2.3 With regard to the features available on the Platform and included in the Commercial Offer, the following shall apply:
a. Video Download
Customers are expressly forbidden to upload, publish, distribute, sell, re-sell, make accessible to the public on or through any website held or controlled by the same Customer, third parties or Wyscout’s competitors, any video or any other content downloaded from the Platform.
b. Private Area and User Generated Content Upload
i) Depending on the type of Packages selected, Customers may be allowed to upload videos and other materials – e.g. full-fields recording, video analysis, player analysis, training videos, reports etc. – (the “User Generated Content”) on the private area of the Platform, within the limitations set forth in this Contract.
ii) Customers who upload User Generated Content on the Platform can control if and how their User Generated Contents are shared and made accessible to other Customers on the Platform.
iii) Through specific settings on the Platform, Customers may apply, at their sole discretion, restrictions to the categories of Customers who will be able to access their User Generated Contents.
iv) In particular, User Generated Content uploaded on the private area of the Platform may be shared by Customers, according to the specific privacy settings, with other Customers and/or third parties who/which do not have an Account.
v) In any case, Customers acknowledge and undertake to comply with the provisions of the following Article 4 with reference to User Generated Contents.
vi) If the Customer uploads videos depicting minors of less than 18 years of age, the Customer represents that it has obtained and will at all times maintain, in relation to the upload of videos on the Platform, all necessary authorizations, waivers and/or other documentation related thereto, signed by the person who exercises the parental authority over such minors; Wyscout expressly reserves the right to ask the Customer to provide such authorization, waiver and/or documentation.
c. Messaging and Address Book
Depending on the type of Packages selected, Customers may be allowed to use Wyscout’s Messaging and Address Book. By using the Messaging and Address Book tools, Customers will be able to contact other Customers of the Platform via private messages. Contact details of each Customer will be accessible only by other Customers of the Platform and they will not be displayed or communicated by any means to the public.
Notwithstanding the above, through specific settings on the Platform, Customers may apply, at their sole discretion, restrictions to the categories of Customers who will be able to access their data related to the Address Book. The usage of the Messaging and Address Book is strictly and solely limited to purposes related to the Service.
d. Transfer Zone
Depending on the type of Packages selected, Customers may be allowed to use the Wyscout’s Transfer Zone tool. By using this tool, Customers will be allowed to use the Transfer Zone in order to (i) contact the player’s Club and/or (ii) claim the player (doing so, the the player, if also a customer of Wyscout, will see that he/she/it is the agent of such player). Wyscout reserves the right, at its sole discretion, to request any Customer who has claimed a player on the Transfer Zone to provide proof of the fact that he/she/it is indeed that player’s agent.
3. Free Trial Period Service supply
3.1 The provision of Platform and/or Service may start with a free of charge period of access to the Platform and/or Services (“Free Trial Period”). The duration of the Free Trial Period referred to in the applicable Commercial Offer will be specified during sign-up and is intended to allow new members and certain former members to try the Platform and/or the Service.
3.2 Free Trial Period eligibility is determined by Wyscout at its sole discretion and Wyscout reserves the rights at its sole discretion to limit eligibility or duration to prevent Free Trial Period abuse. Wyscout reserves the right to revoke the Free Trial Period and put Customer’s username and password (hereinafter Login Credentials) on hold in the event that Wyscout determines any unauthorized usage of the Service. Wyscout may use information such as device ID, method of payment or the email address used for the use of the Platform and/or the Service to determine eligibility. For combinations with other offers, restrictions may apply.
4.1 The access to the Platform and/or the Service is provided on an ongoing basis every day of the week, 24 hours a day, except where the access is suspended due to technical problems and/or maintenance.
4.2 Wyscout shall provide the Customer with Login Credentials to access the Platform and the Services. The unlawful use of the Login Credentials and/or their use by third parties other than the Customer are the sole responsibility of the Customer in order to protect Wyscout from any direct or indirect damage the latter is likely to suffer, as a result of illegal use of the Login Credentials. In case of loss and/or failure to remember the Login Credentials, the Customer may request new Login Credentials through the Platform to replace the previous ones. The use of Customer’s Login Credentials shall not be allowed by Customer to any third party without the prior written communication to Wyscout at the following e-mail address “firstname.lastname@example.org”.
4.3 Wyscout requires the Customer to provide specific information about him/herself, his/her company, corporation or profession in order to use the Service. The Customer undertakes to provide true, accurate and complete information and to refrain from falsely representing affiliation with any person or entity. The Customer should always ensure the e-mail address provided to Wyscout remains active or alternatively inform Wyscout of any new, active e-mail addresses where notices may be sent.
4.4 The Customer may update and correct at any time the personal information disclosed to Wyscout. To correct or update personal information entered, it is necessary to send a request to the following form available at https://info.hudl.com/wyscout-contact-us. The Customer is responsible for the truthfulness and accuracy of personal data entered and Wyscout shall not take any responsibility in this regard.
4.5 Wyscout reserves the right to invite the Customer, or its employees or collaborators, to events, forums and conferences organised by Wyscout itself, which may also occur as a direct result of the selection of a particular amount or combination of Packages by the Customer.
4.6 Wyscout may suspend the Service or the access to the restricted area of the Platform in case of system maintenance which would otherwise not be possible. In this case, however, Wyscout shall provide the Customer with written notice by e-mail in advance. The supply of the Service or access to the restricted area of the Platform will be restored within approximately 24 hours of the suspension, except in cases of force majeure preventing the estimated restoration.
5. Conduct of the Customer – User Generated Contents
5.1 The Customer’s right to use the Service and Platform is personal; If Additional Accounts are purchased, the Customer will be provided with several Login Credentials to the Service, Packages and/or the Platform in accordance with the Additional Accounts.
5.2 Wyscout may immediately cancel and/or suspend the Customer’s Login Credentials and block access to the Platform, and supply, in whole or in part, of the Service if Wyscout detects any unauthorised use of Login Credentials and/or any use of the Platform and the Service that is unauthorised or performed by unauthorised persons.
5.3 It is strictly prohibited for the Customer to assign, transfer and/or otherwise license and/or charge others to use the Service and/or access the Platform.
5.4 Using the Platform, and with specific regard to the User Generated Contents, each Customer is solely responsible for the User Generated Contents uploaded by him/it/her, and undertakes not to upload or otherwise publish through the Platform any of the following:
- User Generated Content that is unlawful, defamatory, offensive, obscene, indecent, vulgar, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive or otherwise objectionable;
- User Generated Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- User Generated Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;
- User Generated Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;
- User Generated Content that is harmful to, or degrades the goodwill associated with the trademark(s) or name(s) of Wyscout;
- User Generated Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;
- unsolicited promotions, political campaigning, advertising or solicitations;
private information of any third party, including without limitation addresses, phone numbers, e-mail addresses and credit card numbers;
- viruses, corrupted data or other harmful, disruptive or destructive files;
- User Generated Content that, in the sole judgment of Wyscout, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform or which may expose Wyscout and/or its Platform users to any harm or liability of any type.
5.5 Any use of the Platform in violation of the foregoing rules violates this Contract and may result in, among other things, termination or suspension of any Customer’s rights to use the Platform and the Services.
5.6 Each Customer remains solely liable for all User Generated Contents uploaded on the Platform. Wyscout does not take on any responsibility or liability for any User Generated Content uploaded by Customers or any third party and/or for any loss or damage thereto.
5.7 As a provider of interactive services, Wyscout is not liable for any statement, representation or User Generated Content provided by its Customers on the Platform.
5.8 Although Wyscout does not routinely review User Generated Content and has no obligation to review, screen, edit or monitor any of the User Generated Content uploaded on the Platform, Wyscout reserves the right, and has absolute discretion, to review, remove, reject, disable access to, screen or edit any User Generated Content uploaded on the Platform at any time and for any reason without prior notice, and each Customer is solely responsible for creating backup copies of and replacing any User Generated Content uploaded on the Platform at his/her sole costs and expenses.
5.9 Wyscout reserves the right, at its sole discretion, to determine whether and what action to take in response to particular User Generated Content, and any action or inaction in a particular instance shall not dictate or limit Wyscout’s response with respect to other User Generated Content.
5.10 Each Customer represents and warrants that (a) he/she/it owns and controls all of the rights related to the User Generated Content uploaded or he/she/it otherwise has all necessary rights to upload such User Generated Content on the Platform; (b) the User Generated Content is accurate and not misleading; and (c) the User Generated Content uploaded does not violate these General Terms or any applicable laws, rules or regulations, and will not violate any rights of or cause damages to any person or entity.
6. After-Sales Service offered by Wyscout
6.1 Wyscout provides the Customer with after-sales support via telephone or e-mail at no additional cost. Assistance is provided for technical enquiries concerning the use of the Platform and/or the Service or administrative information relating to payments or billing (hereinafter Support Activities).
6.2 The Support Activities will be provided via telephone and online every weekday during Italia business hours from 9:00 a.m. to 1:00 p.m. CET/CEST and from 2:00 p.m. to 6:00 p.m. CET/CEST, with the exception of bank, national and public holidays, days before such holidays or where a holiday on a national or local level is in force, through the provision of appropriate telephone and internet contact details. Wyscout may extend, at its sole discretion, the support service also to extra Italian business hours.
7.1 The Customer shall pay Wyscout the amount specified for each Commercial Offer selected by the Customer (the “Consideration”). The Consideration is exclusive of VAT as prescribed by law, if applicable. Payment of the Consideration shall occur in accordance with the method and timeframe set out below.
7.2 Wyscout will charge the Consideration provided in the Commercial Offer for the next billing cycle to Customer’s method of payment at the end of the optional Free Trial Period, unless the Customer cancels the subscription prior to the end of the Free Trial Period (at 23:59 CET- Rome). To view the Commercial Offer and end date of the free trial period, the Customer is required to visit the Subscription Info Section into the Subscription Settings Menu.
7.3 The Customer shall pay the Consideration by credit card or by any other method of payment expressly agreed with the Wyscout representatives. Details of payments must be previously disclosed to Wyscout at the time of signing-up, in accordance with the payment plan set out in the Commercial Offer.
7.4 It is the sole responsibility of the Customer to provide written notice to Wyscout of any updating of the information or changes regarding the chosen method of payment and/or payment plan.
7.5 In the event of an unsuccessful debit transaction for the Consideration, due to expiration, insufficient funds, technical reasons or otherwise, Wyscout shall send a communication advising the Customer of failure to pay; Wyscout will proceed to reprocess the same payment 7 (seven) calendar days after such communication. In the event that any further attempt of payment is also unsuccessful, at the sole discretion of Wyscout, the access to the Platform and/or the Service will be suspended, Login Credentials will be deactivated and a notice will be sent to the Customer requesting him/her to check the accuracy of the information and procedures for the payments of the Consideration in accordance with the method of payment selected by the Customer.
7.6 After payment of the Consideration has been made, Wyscout shall send the Customer the relative invoice in electronic format to the contact details provided by the Customer.
8. Industrial Property Rights of Wyscout
8.1 The Customer agrees and acknowledges that the Platform and Service and any software used to provide the Service and the management of the Platform (the Software) are owned by Wyscout. The Software contains confidential information protected by applicable laws on copyright, trade secrets and other intellectual property rights (Protected Materials). Reproduction, distribution or transmission of the Software and the Protected Materials without the prior and express written consent of Wyscout is prohibited.
8.2 Any reproduction, modification, creation of derivative works, redistribution or retransmission of the Software is expressly prohibited and will result in severe civil and criminal penalties. The Software, its structure, sequence, organisation and source code are considered the trade secrets of Wyscout and are protected by law.
8.3 Without prejudice to the above, the copying or reproduction of the Software to any other server or location for further reproduction or redistribution is strictly prohibited. The Customer may not decompile or disassemble, perform reverse engineering or otherwise attempt to ascertain any source code contained in any software provided by Wyscout in execution of this Contract.
9. Content of Third Parties
9.1 Where the Customer is: (i) a sports club owning a football team enrolled and participating in a soccer championship at professional level (Clubs), or (ii) an association of sports clubs owning a football team enrolled and participating in a soccer championship at professional level (League), with the signing of this Contract the Club or League authorises – where they are holders of related rights – Wyscout to hold, maintain, and reproduce within the restricted area of the Platform and/or disclose to Customers, through the Service, and to amend and/or otherwise manipulate footage relating to sports competitions organised by the League or in which the Club has allowed its football team to participate (Footage) so that Customers can view such footage.
9.2 By signing the Contract, the Club and/or League – where they are the copyright holder – allows Wyscout to reproduce the Footage and provide it through the Service in the restricted area of the Platform. The Club and/or League shall not be able to raise any claims of any nature in connection with reproduction of the footage.
9.3 The provisions included in sections 9.1 and 9.2 are only applicable with regard to the circumstance that the Club and/or the League is the sole owner/holders of those rights. Any other case, the two above mentioned clauses shall not apply.
10.1 The Customer understands and expressly agrees that:
A) Wyscout shall not provide any guarantee that:
(i) the Service and/or Platform will meet the expectations and needs of the Customer;
(ii) Footage will always be continuously present in the Platform and/or provided through the Service; or
B) Any information, Footage, material or other content downloaded or otherwise obtained through the use of the Service and/or the restricted area of the Platform is made at the sole discretion and risk of the Customer and that the Customer shall be solely responsible for any damage caused to its computer systems or those of third parties or for loss of data resulting from the downloading of Footage and/or Software or other Copyrighted Material or other content through the Platform.
10.2 Wyscout is not responsible for the contents, information and details published in the website and /or on the Platform the correctness, update and completeness thereof. Wyscout, its directors, employees and agents, shall not be liable for any, whether direct or indirect, damage or injury of any kind, whatever their cause, origin, nature or consequences, resulting from the access to, or inability to access, the Website, nor from the reliance on any information provided on or via the Website.
11. Wyscout Limitation of Liability
11.1 Except in cases of fraud or gross negligence, Wyscout’s liability to the Customer arising from, or related to, this Contract shall not exceed the amount that the Customer pays Wyscout under this Contract during the twelve (12) months preceding the date on which the case began, or during the months prior to use of the Service, in the event of the Service being provided for less than twelve (12) months. Neither Wyscout or its agents, licensors and contracting third parties are or shall be responsible for User Generated Content or other data of the Customer connected with the Service in any way, or for the Customer’s website or any hardware or software of the Customer or its suppliers. It is the responsibility of the Customer to take the necessary steps to use the Service with its own operating system (hardware and software) and maintain the proper working of the same for the purpose of providing the Service.
12. Customer Declarations and Guarantees and Additional Agreements
12.1 The Platform and Service may be used solely and exclusively by professionals, i.e. individuals or legal entities acting for professional purposes (such as, by way of example, scouting, educational, tutorial and/or analysis activities). To this end, the Customer declares and guarantees him/herself to be a professional or to use the Platform and Service for corporate purposes.
12.2 The Customer declares, guarantees and undertakes that he/she: (a) has the power and authority to enter into this Contract; (b) is at least eighteen (18) years of age; (c) shall access the restricted area of the Platform and use the Service solely only in accordance with this Contract.
12.3 The Customer undertakes to comply with all laws, regulations, articles of association and decisions applicable to his/her company, corporation or profession for the entire duration of the Contract; such compliance is necessary or desirable in order to proceed with the signing and execution of this Contract.
12.4 Wyscout reserves the right to revise or amend this Contract from time to time. Any revisions or updating to this Contract shall be communicated to the Customer by notice sent to the Customer with reasonable notice. If the Customer does not wish to adhere to the amendments made, he/she may terminate the Contract by contacting the email address email@example.com. In case of termination made by the Customer under this Section, no money will be due to the Customer by way of reimbursement or otherwise.
13. Duration of the Contract
13.1 Duration of the Contract is specified in the Commercial Offer submitted by the Customer , except for each Party’s right to cancel the Contract at any time as stipulated in Article 14.3 below. In case of failure to send notice of cancellation, this Contract shall continue in effect between the Parties and the amount of the Consideration determined in the Commercial Offer, including any adjustments due to relative revisions or updating, shall be made payable to Wyscout at the timing set out by the Payment Plan, through the method of payment determined at the Commercial Offer.
14. Express Termination Clause – Early termination of the Contract
14.1 By sending written notification to the Customer by e-mail or registered mail, Wyscout may terminate this Contract with immediate effect pursuant to Article 1456 of the Civil Code (“Express Termination Clause”), in the event of default under any of the provisions set out below:
(i) Article 2.3 (Packages);
(ii) Article 5 (Conduct of the Customer – User Generated Content);
(iii) Article 7 (Amount, Method of Payment and Invoicing);
(iv) Article 8 (Industrial Property Rights of Wyscout);
(v) Article 9 (Content of Third Parties);
(vi) Article 10 (Declarations and Additional Guarantees and Agreements);
(vii) Article 17(Assignment of Contract);
(viii) Article 20 (Confidentiality).
14.2 In all cases of termination made by Wyscout under Section 14.1, Wyscout will only refund the unused part of the Consideration paid in advance by the Customer and related to a part of the Services not used by the Customer because of the early termination of this Contract pursuant to Section 14.1. Notwithstanding the above the refund shall not prejudice any right of indemnity for any damages or costs suffered or borne by Wyscout arising from facts, acts and/or behaviour of the Customer.
14.3 Each Party has the right to terminate the Contract at any time and the Customer will continue to have access to the Platform and/or the Service through the end of the billing period. The Consideration is non-refundable and Wyscout does not provide refunds or credits for any partial unuse of the Platform and/or Services. To cancel the Customer is required to contact the following e-mail address: firstname.lastname@example.org.
15. United States Trade Restrictions
15.1 The Customer acknowledges that Wyscout is a fully owned subsidiary of Agile Sports Technologies, Inc. group based in the United States of America and, therefore, Service provided by Wyscout under the Contract are subject to export controls and economic trade sanctions imposed the United States government, which include (but are not limited to) the United States Export Administration Regulations (title 15 Code of Federal Regulation § 730.1, et seq), trade sanctions regulations administered by the United States Treasury Department – Office of Foreign Assets Control (“OFAC”), and additional laws, regulations, acts and Executive Orders prohibiting or restricting any export or reexport of goods (tangible and/or intangible) and services subject to United States jurisdiction to or for the benefit of certain countries, governments and/or persons (collectively, as they may be amended from time to time, the “United States Trade Restrictions”).
15.2 In accordance with the prescriptions provided in the United States Trade Restrictions, Wyscout reserves the right, in compliance with the article 1373 Civil Code, to terminate the Contract declining to perform any obligation under the Contract if such performance would violate the United States Trade Restrictions and that such declination shall not be deemed to be a breach of this Contract.
15.3 In cases of termination made by Wyscout under the Article 15.2, Wyscout will only refund the unused part of the Consideration paid in advance by the Customer and related to a part of the Services not used by the Customer because of the termination of this Contract pursuant to Article 15.2. Notwithstanding the above, the refund shall not prejudice any right of indemnity for any damages or costs suffered or borne by Wyscout arising from facts, acts and/or behaviour of the Customer.
15.4 In the event that the United States Trade Restrictions might require Wyscout to receive an authorization which allows Wyscout to export or reexport the Service (“License Exception”) from any United States government agency, the Customer shall provide such support as Wyscout might require in order to obtain such License Exception.
16. Consequence of Termination of the Contract and Survival of Certain Clauses
16.1 In the event of termination of the Contract under the preceding Articles 14 and 15 Wyscout will disable the Login Credentials to the Platform and suspend the Service with effect from the effective date of termination/cancellation/withdrawal, for any reason occurred.
16.2 In the event of termination of the Contract pursuant to Article 14.1, or Article 15.2 Wyscout will disable the Login Credentials to the Platform and suspend supply of the Service simultaneously sending the Customer notice of termination under Article 14.1 or Article 15.2.
16.3 Subject to the provisions in Articles 15.1 and 15.2 above, or in the event of termination under Article 14.1, or in the event of termination of the Contract pursuant to the preceding article 14.3, the following provisions shall remain valid and binding to the Customer:
(i) Article 8 (Industrial Property Rights of Wyscout);
(ii) Article 21 (Confidentiality);
(iii) Article 22 (Governing Law and Jurisdiction).
16.4 Upon termination of the Contract, Customer shall immediately cease use of the Platform and all Services and Wyscout may disable Login Credentials.
17. Assignment of Contract
17.1 The Customer may not assign this Contract to any third party without the prior written consent of Wyscout, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.
17.2 The Customer may not sublicense and/or otherwise transfer to third parties the use of Login Credentials or the use of the Service or access to the Platform, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.
17.3 Wyscout has the right to freely transfer this Contract to others, in whole or in part, and the rights and obligations arising from the same, without requiring the consent of or informing the Customer.
18. Data Protection Security compliance
18.1 Wyscout shall use reasonable physical, electronic and procedural safeguards to protect against data loss, misuse and alteration of any personal data received by Wyscout from the Customer.
18.3 The Customer states that he/she has received information from Wyscout regarding the processing of personal data required by Article 13 of the General Data Protection Regulation (679/2016- GDPR) provided on the website www.wyscout.com at the following link: https://wyscout.com/policies/privacy-policy-en/ .
19. Communications and Notices
Statements, notices and other communications to the Customer may be made by post, e-mail, publication on the Platform or on the Wyscout website or by any other reasonable means. The Customer shall be solely responsible for the updating of his/her postal address and registered email account. Wyscout shall not be responsible for undelivered notices due to the Customer’s failure to update his/her account information. Except as provided above in general, Wyscout may provide notices of changes to the Service by displaying notices or links to notices generally on the Wyscout website.
20.1 If any provision of this Contract is held invalid or unenforceable, such provision will be considered null and void while the remaining provisions will remain in full force and effect.
20.2 The failure of Wyscout to exercise or enforce any right or provisions hereof shall not in any way constitute a waiver of such right or provision.
20.3 This Contract expresses the entire understanding and agreement between Wyscout and the Customer pertaining to the subject matter thereof.
20.4 Section headings are provided for ease of reading and have no legal or contractual effect.
20.5 Each party acts independently and is not an agent or representative of any other party.
20.6 No party has the right or authority to create obligations or give representations or guarantees in the name and on behalf of another party. This Contract may not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any obligation or liability of a partnership to one of them. The parties acknowledge and agree that this Contract may be terminated electronically without the need for written signatures.
20.7 The Customer expressly declares that he/she has read and fully understood this Contract, and that he/she accepts all its terms and conditions. The Customer has independently evaluated all aspects of this Contract and the opportunity to adhere to them. The Customer declares that he/she does not rely on any representation, guarantee or statement by Wyscout and/or third parties that is not expressly considered in this Contract.
21.1 All the information which the Customer becomes aware of during the execution of this Contract concerning, for example, the organisation, business and activity of Wyscout, as well as information regarding the Platform, Service, Software, Protected Materials and Footage or any other information acquired by the Customer under this Contract, is entirely confidential and must not be communicated or disclosed, either directly or indirectly, to third parties.
22. Governing Law and Jurisdiction
22.1 This Contract is governed by Italian law.
22.2 Any dispute arising between the parties concerning the interpretation, validity, efficacy and/or execution of the Contract shall be settled amicably between them, and if this is not possible, shall be referred exclusively to the Court of Genova.
23. Special Packages and Independent Providers services
23.1 As an exception to what above mentioned in Article 3 of the present Contract, the Customer may be able to purchase, through the Platform, special Packages provided by Wyscout and/or services by third parties (Independent Providers) different from Wyscout.
23.2 If the Customer purchases through the Platform any kind of service provided by the Independent Providers, available after logging in to the website www.wyscout.com .Wyscout shall never be held responsible for any damages or costs suffered or borne by the Customer and arising from facts, acts and/or behaviour of the Independent Providers.