CLUB TERMS AND CONDITIONS

PLEASE READ THIS DOCUMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

ACCEPTANCE OF TERMS AND CONDITIONS

These terms and conditions (the “Terms and Conditions”) set out the terms and conditions of use by the Client and its Members of the Team Taca Limited (“Team Taca”) podcast services (the ‘Services’) and platform available to the Client and Members (the “Platform“) and any material that is made available to the Client or Members through the Services (the "Team Taca Content"). These Terms and Conditions, the Team Taca Service Level Agreement and associated Proposal and any documents referred to therein form a single agreement between the parties (the “Agreement“).

The Client acknowledges that it has read the Terms and Conditions, understand them and agree to be bound by them. Using the Platform, the Client’s electronic acceptance of the Terms and Conditions, entry into the Team Taca Service Level Agreement or commencement of use of the Services and Platform constitutes the Client and the Members acceptance of the Terms and Conditions. If the person agreeing to the Agreement is accepting on behalf of the Client, such individual represents that they have the authority to bind the Client and any applicable affiliates to the Terms and Conditions.

The Client agrees to be bound by the Agreement for use of the Services and Platform by anyone acting as the Client’s agent, employee, representative or Member. The Client shall be responsible for the access to and use of the Platform by the Members and shall procure that the Members comply with these Terms and Conditions and any applicable terms of use.

Members in the Agreement means those persons who are paid up members of the Client who are to receive the benefit of the Services from Team Taca on payment of the fee as detailed in the Proposal (the “Members”). By accessing the Services and Platform a Member agrees to comply with and be bound by these Terms and Conditions and Team Taca’s terms of use (as updated from time to time) located at www.teamtaca.com/terms-conditions/.

The Agreement comprises the only terms and conditions upon which Team Taca are prepared to provide the Services to the Client and shall govern the Client and Members access to, and use of, the Services, Platform and Team Taca Content to the exclusion of all other terms and conditions. If the Clients does not agree to abide by the Agreement, the Client and the Members are not authorised to use or access the Services, Platform or Team Taca Content.

Unless otherwise specified herein capitalised terms used and not defined in these Terms and Conditions shall have the meanings ascribed thereto in the Team Taca Service Level Agreement.

REGISTRATION PROCESS AND ACCOUNT INFORMATION

To commence use of the Services and Platform the Client and any Member accessing the Services and Platform must first complete the registration process through the Platform or such other tool for access provided by Team Taca. Team Taca may reject a Member’s application in its absolute discretion.

The Client and any designated Members are required to sign up for a user account by providing all information required by Team Taca in order to access or use the Services and Platform. The Client and any designated Members are required to provide true, accurate, current and complete information as prompted by the sign-up process and maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.

If the Client or Member provide any information that is untrue, inaccurate, outdated, or incomplete, or if Team Taca has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Team Taca may terminate a user account and refuse a party current or future use of any or all of the Services, Platform or Team Taca Content.

The Client and the Members are responsible for maintaining the confidentiality of passwords and account information relating to the Services and Platform. The Platform is not an archive and Team Taca shall have no liability to the Client or a Member or any other person for loss, damage or destruction of any information or content. If a password is lost, stolen or otherwise compromised, the Client and the affected Member shall promptly notify Team Taca, whereupon Team Taca shall suspend access to the account by use of such password and issue a replacement password to the Client, the Client’s authorised representative or the Member. Team Taca will not be liable for any loss the Client may incur as a result of someone else using the Client or a Member’s password or account, either with or without the Client or a Member’s knowledge. The Client may be held liable for losses incurred by Team Taca or any other party due to someone else using the Client or the Member’s account or password. If Team Taca terminates the Client or a Member’s use of the Platform, it may, at its own option, remove and destroy data and files stored by Team Taca on the Client or Member’s behalf. Team Taca has no obligation to monitor the Client or the Member’s use of the Services and Platform but reserves the right in its sole discretion to do so.

Any user IDs, names or passwords associated with the Client or a Member’s account shall be maintained by the Client and the Member as confidential and should not be shared by the Client or Member with anyone not authorised to have access to such personal information. Team Taca strictly forbids the use of one account for multiple users, with such use comprising a material breach by the Client and Member of the Agreement.

The Client shall when entering the Agreement specify an administrator who will have the right to configure the Services based on the Client’s requirements and manage Members use of the Services and Platform.

The Client is responsible for i) ensuring confidentiality of the Client’s organization account password, ii) appointing competent individuals as administrators for managing the Client’s organization account, and iii) ensuring that all activities that occur in connection with the Client’s organization account comply with the Agreement. The Client understands that Team Taca is not responsible for account administration and internal management of the Services and Platform for the Client.

The Client is responsible for taking necessary steps for ensuring that the Client’s organization does not lose control of the administrator account. The Client may specify a process to be followed for recovering control in the event of such loss of control of the administrator account by sending an email to support@teamtaca.com provided that the process is acceptable to Team Taca. In the absence of any specified administrator account recovery process, Team Taca may provide control of an administrator account to an individual providing proof satisfactory to Team Taca demonstrating authorization to act on behalf of the Client. The Client agrees not to hold Team Taca liable for the consequences of any action taken by Team Taca in good faith in this regard.

FEES

In consideration of Team Taca’s performance of the Services, the Client shall pay to Team Taca all fees specified in the Proposal together with any additional fees if the Client exceeds the applicable limits specified in the Proposal.

Fees are paid in US$. All sums payable, unless otherwise stated, are exclusive of and subject to the payment of VAT (value added tax) (if applicable) and similar taxes. If the Client is required by law to make any deduction or withholding from the fees payable any such deduction will be at the Client’s sole responsibility and the fees payable to Team Taca will not be reduced accordingly.

It is the Client’s responsibility to comply with tax law and Team Taca shall have no liability whatsoever in connection with the Client’s failure to comply with local tax law.

Refunds of fees are at the discretion of Team Taca and shall only arise in circumstances where (as determined by Team Taca in its sole and absolute discretion) there has been an oversight or error in the fee charged by Team Taca.

Team Taca may, without prejudice to any other rights it may have, set off any liability of Team Taca to the Client against any liability of the Client to Team Taca.

If at any time during the Term the Client requests that Team Taca make available any additional component(s) as part of the Services or remove any component(s) from the Services and Team Taca agree to such addition or removal in writing, from such relevant date:

references in the Agreement to the “Services” shall mean all or any component part(s) of the Service as altered; and

the applicable fees shall be correspondingly altered as agreed between Team Taca and the Client in writing.

If Team Taca and the Client desire to include additional services under the Agreement, such services will be provided and charged in accordance with subsequent proposals, outlining the additional services to be provided and associated fees payable, signed by authorised representatives by both Parties and attached to the Team Taca Service Level Agreement.

The Services and access to the Platform shall not be provided until such time as the Client has discharged the initial fees set out in the Proposal.

The Client agrees to pay all fees due to Team Taca in respect of making the Services and Platform available to the Client and the Client’s access to and use of the Services and Platform by the prescribed payment method and in accordance with the applicable payment plan and terms agreed between the Client and Team Taca and detailed in the Team Taca Service Level Agreement or online registration with Team Taca.

If the the Client fails to make any undisputed payment due to Team Taca under the Agreement by the due date for such payment, then, without limiting the remedies available to Team Taca the Client shall pay interest (compounded daily) on the overdue amount at the rate of 6% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Payment made by the Client shall be applied first to the reduction or discharge of interest accrued in favour of Team Taca, then in reduction or discharge of the outstanding fees payable for the Services, thereafter to any other amounts due by the Client to Team Taca.

The Client must inform Team Taca within 7 days from the invoice date of any discrepancies or errors on an invoice. If the Client does not, Team Taca will assume that the Client accepts all information noted on Team Taca’s invoice. Refunds of fees are at the sole discretion of Team Taca and shall only arise in circumstances where (as determined by Team Taca in its sole and absolute discretion) there has been an oversight or error in the fee charged by Team Taca.

TERM AND TERMINATION

These Terms and Conditions will continue in full force and effect for as long as Team Taca is providing the Client and the Members access to the Services and Platform under the Agreement.

Team Taca shall have the right to terminate the Client and/or Member’s use of the Services and Platform at any time for, the Client’s breach of the Agreement, or the reasons set out in the Team Taca Service Level Agreement, or the Client or a Member’s violation of any law, including, without limitation, violations of intellectual property rights of Team Taca or the intellectual property rights of a third party, or violations of other applicable laws and regulations. Following any such termination, Team Taca shall have no obligations, responsibilities, or liabilities to the Client or any third party. Notwithstanding anything to the contrary contained herein, in the event that Team Taca terminates the Client’s right to use the Services or Platform, Team Taca shall in no way be precluded from pursuing any and all of its additional rights and remedies, either at law or in equity, for any claims, damages, awards, costs and/or liabilities occasioned by any such breach or violation.

Team Taca expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Services or Platform for any reason (as determined by Team Taca in its sole and absolute discretion), including but not limited to the following: (i) to protect the integrity and stability of the Services or Platform, (ii) to assist with fraud and abuse detection and prevention efforts, (iii) to comply with court orders, (iv) to comply with any laws, rules and regulations, (v) to comply with requests of law enforcement (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Team Taca, its officers, directors, employees and agents, as well as any affiliates of Team Taca, including, but not limited to, instances where the Client has issued legal proceedings or threatened to issued legal proceedings involving Team Taca, or (ix) to respond to an excessive amount of complaints related in any way to the Client or the Members use of the Services or Platform.

The Client may cancel a Member’s specific account at any time by following the specific instructions indicated to the Client on the Platform.

Upon cancellation or termination of use of the Services or Platform by either Party for any reason:

Team Taca will cease providing the Client and the Members with access to the Services and Platform;

unless otherwise provided in the Agreement, the Client will not be entitled to any refunds of any fees;

any outstanding balance owed to Team Taca for the Client’s use of the Services and Platform, to include any fee in respect of Services which are in the process of but not yet completed and any fees payable in accordance with the Team Taca Service Level Agreement will immediately become due and payable in full; and

if at the date of termination of the Client’s use of the Services and Platform, there are any outstanding fees owing by the Client, the Client will receive one final invoice and the amount shall be discharged within 14 days.

THE CLIENT’S OBLIGATIONS

The Client warrants and agrees that:

the Client and the Members will co-operate with Team Taca in all matters relating to the Services and Platform:

the Client will provide, for Team Taca, its employees, agents and sub-contractors, in a timely manner and at no charge, all requested detail and content within the time periods specified by Team Taca for delivery of the Services;

the Client will carry out all actions specified in the Proposal in accordance with the agreed project timing;

the Client will obtain before the date on which the Services are to start and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Platform;

the Client will acquire and transfer to Team Taca all personal data of the Client and the Members and of any third party that are necessary in order for Team Taca to perform its obligations under the Agreement. The Client will acquire and transfer such personal data in compliance with US, EU and national rules applicable from time to time and shall indemnify, hold harmless and, upon Team Taca’s request, defend Team Taca from and against all fines, claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable professional fees and costs that Team Taca may incur in consequence of the Client’s noncompliance with said US, EU and national rules. For the use and processing of said personal data, the Client will appoint Team Taca as data processor, Team Taca will use and process such personal data transferred by the Client and its Members in compliance with the rules set forth in any applicable data protection law.

during the term of the Agreement and for a period of twelve (12) months following its termination, the Client will not, without the prior approval of Team Taca, solicit or endeavour to solicit or engage the services of any person employed or engaged as a contractor (or who it has been agreed will be employed or so engaged) by Team Taca during the twelve (12) months prior to the termination of the Agreement.

the Client shall facilitate that the Members where requested, on completion of the Services, complete and return feedback forms which will be provided by Team Taca as part of the Services. The Client shall, in addition, permit Team Taca to use any such feedback and to use the details surrounding its engagement and the result of its engagement with the Client under the Agreement as a case study for use as part of its own business development. Team Taca shall ensure that it engages with the Client and obtains the Client’s explicit consent and agreement with regard to the contents of any such case study in so far as it relates to the Agreement.

The Client is exclusively responsible for the supervision, management, backup, security, and control of all aspects of the Client’s information technology systems.

USE OF THE SERVICES AND PLATFORM

The Client and the Members shall only access the Platform and use the Services in accordance with the Terms and Conditions.

The Client and the Members shall use all reasonable efforts to prevent any unauthorised access or use of the Services, the Platform or the Team Taca Content, and, in the event of any such unauthorised access or use, promptly notify Team Taca. The Client acknowledges that user subscriptions for potential members are for designated users and cannot be shared or used by more than one user.

The Client and the Members  shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all data furnished by them in the use of the Services and Platform.  Team Taca shall not be liable for any errors or inaccuracies in any data provided by the Client or the Members.

The Client and the Members will not upload any material to the Platform in any manner (as determined by Team Taca in its sole and absolute discretion) that:

is illegal, or promotes or encourages illegal activity;

promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

infringes on the intellectual property rights of any person or entity;

interferes with the operation of the Services or the Platform provided; or

contains or installs any viruses, worms, bugs or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of the Services or Platform.

The Client and the Members warrant and agree that any information they contribute to, post or display on the Platform shall:

be true, accurate, complete and lawful;

not be false, misleading or deceptive;

not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful; and

not contain information that is discriminatory or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.

The Client and the Members warrant and agree that they shall:

carry on their activities on the Platform in compliance with any applicable laws and regulations;

carry on their activities in accordance with the Agreement and any applicable additional agreement; and

not use the Platform to defraud any person or entity;

not impersonate any person or entity, misrepresent themselves or their affiliation with any person or entity;

not engage in spamming or phishing

not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;

not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

not involve any scheme to undermine the integrity of the data, systems or networks used by Team Taca or the Platform or gain unauthorised access to such data, systems or networks;

not engage in any activities that would otherwise create any liability for Team Taca or its affiliates; and

not  interfere with or disrupt the integrity or performance of the Services or Platform or third-party data contained therein.

The Client and the Members warrant and agree that they shall not (and agree not to allow any third party to):

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Platform;

attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human or perceivable form all or any part of the Services or Platform;

except as set out in the Agreement use the Services or Platform or Team Taca Content to provide services to third parties;

copy, reproduce, redistribute, record, transfer, link to, display to the public, broadcast, or make available to a third party, or any other use which is not expressly permitted under these Terms, any part of the Services, Platform or Team Taca Content;

attempt to obtain, or assist third parties in obtaining, access to the Services, Platform or Team Taca Content;

sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the Services, Platform or Team Taca Content or any other intellectual property rights of Team Taca, any portion thereof or any documentation to any third-party

remove any copyright, trade mark or other proprietary rights notices contained in or on the Services, Platform or Team Taca Content or in or on any content or other material obtained via the Services or Platform;

use any hardware, software, or other device, process or means to access, retrieve or index any portion of the Services, Platform or Team Taca Content;

access, retrieve or index any portion of the Services, Platform or Team Taca Content for purposes of constructing or populating any database;

reformat or frame any part of the Services, Platform or Team Taca Content;

create user accounts by automated means or under false or fraudulent pretences or create multiple log-ins;

transmit any viruses, worms, defects or other items of a destructive nature;

use the Services or Platform to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;

copy or store any content offered through the Services, Platform or Team Taca Content unless expressly permitted by Team Taca;

use any device, software or routine that interferes with the proper working of the Services or Platform or otherwise attempt to interfere with the proper working of the Services or Platform;

take any action that imposes, or may impose in the sole discretion of Team Taca, an unreasonable or disproportionately large load on the Services or Platform;

use the Services or Platform, intentionally or unintentionally, to violate any applicable law or regulations;

impersonate any person or entity.

attempt to gain unauthorised access to the Services, Platform or Team Taca Content, its facilities and/or services or any accounts, computer systems or networks connected to the Platform, its facilities and/or services through hacking or any other means;

post or use any material that is obscene, defamatory, seditious, indecent, offensive, incite racial hatred or incite a crime, be scandalous or inappropriate;

harvest or otherwise collect by any means any programme material or information from the Services, Platform or Team Taca Content, or to monitor, mirror or copy any content of the Services, Platform or Team Taca Content;

identify or speculate as to the identity of any anonymous or pseudonymous user; or

solicit passwords or personally identifying information for commercial or unlawful purposes.

The Client shall use all endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Team Taca.

The Client may not use any information provided by Team Taca to create any software whose expression is substantially similar to the technology and/or Platform and/or Services and/or business carried out or provided by Team Taca nor use such information in any manner which would be restricted by any copyright subsisting in it.

The Client shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all data furnished by it in the use of the Services.  Team Taca shall not be liable for any errors or inaccuracies in any data provided by the User.

The Client and the Members acknowledge that Team Taca are not obliged to edit and/or modify their data and are not responsible for the accuracy, completeness, appropriateness, safety or legality of their data or any other information or content they may be able to access using the Services and Platform, including without limitation the data of other users of the Services or Platform.  The Client and the Members further acknowledge that any communication with other users while using the Services or Platform is their sole and exclusive responsibility and Team Taca will not be responsible or liable in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws arising or relating to their data.

Team Taca reserves the absolute right at its sole discretion, without being obliged to give any reason, to reject, amend or remove any content posted or submitted by the Client or the Members at any time and without notice to the Client or the Members. Team Taca reserves the right to monitor and to review all content submitted to, accessed on or published on the Platform at any time. For the avoidance of doubt the Client shall be responsible for and liable to Team Taca in respect of the Members compliance with the Terms and Conditions, the access of the Members to the Services and Platform, the Members use of the Platform and Services and any action the Members take in breach of these Terms and Conditions.

The Privacy Policy www.teamtaca.com/privacy-policy/ sets out how Team Taca collect, use, process and disclose personal information provided to Team Taca by the Client or the Members, and/or those with whom Team Taca deals with on the Client or the Members behalf in the course of business including but not limited to Personal Data provided to Team Taca by upload to the Platform.

Team Taca reserves the right (but undertakes no duty) to decide whether any item of content is appropriate and/or complies with these Terms and Conditions. Team Taca (in its sole and absolute discretion) may remove any item posted to the Platform and/or terminate access to the Services and Platform for posting or publishing any material in violation of these Terms and Conditions, or for otherwise violating the Agreement (as determined by Team Taca in its sole and absolute discretion), at any time and without prior notice.

Team Taca makes no representations, warranties or guarantees as to the actions or inactions of any user of the Services or Platform.

Team Taca grants the Client the right to use and access the Services and Platform for only the relevant number of Members as specifically provided for in the Proposal and the Client and the Members have no right to use, share, copy or disclose any part of the Services or Platform to any other personnel, or to any subsidiaries or affiliate.

FAILURE TO COMPLY

Failure by the Client or a Member to comply with the Agreement may result in Team Taca taking all or any of the following actions:

immediate, temporary or permanent withdrawal of the Client and/or the Members right to use the Services and Platform;

take legal proceedings against the Client or Member for reimbursement of all costs on a full indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

other legal action against the Client or Member; or

disclosure of such information to law enforcement or regulatory authorities as Team Taca reasonably feel is necessary.

Team Taca exclude liability for actions taken in response to breaches of the Agreement and restrictions of use. The responses described in these Terms and Conditions are not limited, and Team Taca may take any other action Team Taca reasonably deem appropriate.

TEAM TACA PERSONNEL

Team Taca shall be entitled to subcontract, delegate, assign or otherwise engage the services of any subcontractor (certified to perform the Services) to perform any portion of the Services under the Agreement without the Client’s prior written consent. Team Taca acknowledges that it shall not be relieved of any obligations under the Agreement by virtue of performance of any Services by a sub-contractor

CONFIDENTIAL INFORMATION

A party (the “Receiving Party”) may receive Confidential Information of the other party (the “Disclosing Party”) and the Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion. The Receiving Party shall not use the Confidential Information for its own purposes (other than implementation of the Agreement) nor disclose Confidential Information to any person other than such Party’s employees who have a need to know that Confidential Information provided that the Receiving Party remains responsible for the confidentiality of the Confidential Information. The Parties shall not use Confidential Information for any purpose other than as necessary to exercise rights or fulfil obligations under the Agreement.

Without limiting the foregoing, either Party may disclose Confidential Information to a government authority if that disclosure is: (a) required by any applicable law or (b) as explicitly authorised by the other party. In any event, the Receiving Party will disclose only such portion of any Confidential Information as it is legally compelled or explicitly authorized to be disclosed. Team Taca may also disclose Confidential Information to its subcontractors or sub-processors that have a need to know that Confidential Information in order to perform the Services, and to its affiliates provided that Team Taca remains fully responsible and liable for the confidentiality of the Confidential Information.

In the Agreement, “Confidential Information” means information of a confidential or proprietary nature (including trade secrets and information of commercial value and any information marked as “confidential” or should reasonable be interpreted as being confidential), including without limitation, customer information, personal information, pricing, software, source code and underlying technical or business information, which relates to the Disclosing Party that is disclosed or provided to the Receiving Party by or on behalf of the Disclosing Party pursuant to the Agreement; provided, however, that Confidential Information shall not include information that the Receiving Party can demonstrate to the Disclosing Party (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party.

This Section shall apply during the Term of the Agreement, and indefinitely after the termination or expiry. Each Party shall advise the other Party immediately in the event either party learns or has reason to believe that there has been a violation of these requirements or that any third party who has or had access to Confidential Information has violated or intends to violate the Terms and Conditions of the Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against such third parties.

INTELLECTUAL PROPERTY

Team Taca owns or has the rights to use all intellectual property rights and copyright in the Services and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Services and Platform.

The Client and the Members shall have no rights, other than those specifically provided for in the Agreement, in respect of the Services and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Services or Platform.

The Client and the Members will not use the Team Taca name, logo and promotional material without the prior, express, written consent of Team Taca.

The Client and the Members acknowledge that their use of any third party materials is subject to the Terms and Conditions of the Agreement, applicable patent, copyright, trademark, trade secret and other laws of Ireland, and nothing in the Agreement shall constitute a waiver of the rights contained in any third party materials under such laws.

Save with the approval or express authority of Team Taca the Client shall not develop any product with functionality comparable to the Services using or referencing Team Taca proprietary information. The Client agrees that it will not, in any manner or by any means, reverse-engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of the Services or Platform, or attempt to commercialise, copy or sell any information or matters derived from the Services or Platform.

Each of Team Taca and the Client shall be responsible for taking any action or initiating any proceedings which such party, at its sole discretion, determines to be necessary or appropriate to prevent any infringement of its intellectual property rights, and/or to preserve the validity and enforceability of its, or its licensors’, rights, title and interest in and to its intellectual property rights. Each Party shall render to the other party all reasonably requested assistance in relation to such actions or proceedings. Each Party agrees that it shall promptly notify the other party: (i) of any and all violations or misappropriations of the other party’s intellectual property rights (including without limitation, infringements, imitations, illegal use or misuse) by any third party (including without limitation, end users), of which it is or becomes aware; and (ii) of any claims or notifications that such party’s use of the Services infringes or may infringe the intellectual property rights of a third party.

In consideration of Team Taca making the Services available to the Client, the Client grants to Team Taca a non-exclusive, worldwide and royalty-free licence to use the Client’s trademarks in Team Taca’s sales and promotional material (excluding press releases).

THE SERVICES AND PLATFORM

The Client and Members use of the Services and Platform is at their sole risk. The Services and Platform are provided by Team Taca on an “as-is” basis, without warranties or any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services and Platform will be uninterrupted or error-free.

Team Taca shall attempt to provide the Platform for twenty-four (24) hours a day, seven (7) days a week throughout the term of the Agreement. The Client agrees that from time to time, the Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Team Taca may undertake from time to time; or (iii) causes beyond the control of Team Taca or which are not reasonably foreseeable by Team Taca, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. The Client agrees that Team Taca has no control over the availability of the Platform on a continuous or uninterrupted basis.

Team Taca and its licensors make no warranty that (i) the Services will meet the Client’s requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any information or other material obtained by the Client through the Services will meet its expectations, or (v) that any errors in any software associated with the Services will be corrected.

Team Taca agrees to perform and complete the Services in a professional, workmanlike manner in accordance with the Team Taca Service Level Agreement and Proposal and with the degree of skill and care that is required by good, and sound professional procedures.

Any material downloaded or otherwise obtained through the Services is done at the Client and Members own discretion and risk, and the Client will be solely responsible for any damage to the Client or Members computer systems or loss of data that results from the download of any such material, except where Team Taca have been negligent or are otherwise in breach of the Agreement

Team Taca do not exclude or limit in any way its liability to the Client where it would be unlawful to do so. This includes liability for death or personal injury caused by Team Taca’ negligence or the negligence of Team Taca’ employees, agents or subcontractors and for fraud or fraudulent misrepresentation. However to the fullest extent allowed by applicable law, under no circumstances and under no legal basis (including, without limitation, tort, (including negligence) contract, breach of statutory duty, strict liability, or otherwise) shall Team Taca (or its licensors or suppliers) be liable to the Client or to any other person for (a) any damages (even if foreseeable) resulting from the Client or the Members selection, or use of, or inability to use, or the suitability of the Services and Platform, and any use by the Client or the Members, or reliance by the Client or the Members on, of the information, content, items and experiences provided via the Services and Platform, including any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, including damages for loss of profits, sales, business, or revenue, loss of goodwill business opportunity, goodwill or reputation or anticipated savings, work stoppage, accuracy of results, or computer failure or malfunction.

To the fullest extent allowed by applicable law, the Client agrees to indemnify and hold Team Taca, its affiliates, officers, agents, employees and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal fees) arising from or in any way related to any third party claims relating to (a) the Client or the Members use of the Services and Platform (including any actions taken by a third party using the Client or the Members account), (b) any activity in which the User engages on or through the Platform and/or Services and (c) the Client or a Members violation of the Agreement or any law or regulations or the rights of a third party. In the event of such a claim, suit, or action, Team Taca will attempt to provide notice of the claim, suit, or action to the contact information Team Taca have for the Client (provided that failure to deliver such notice shall not eliminate or reduce the Client’s indemnification obligations hereunder).

Team Taca will not be liable under the Agreement for the following:

any failure to perform its obligations caused by material or information or date provided by the Client; and

any acts or omissions of the Client in breach of the Agreement.

Taca does not act as the Client’s agent and shall have no liability whatsoever to the Client or any other person in respect of their use of the Services and Platform.

The total liability of Team Taca in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Agreement shall be limited to the total monthly user fees paid by the Client to Team Taca in the preceding 6 calendar months.

The limitations of liability provided in the Agreement inure to the benefit of Team Taca, its shareholders, affiliates and to all of its respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.

Links to third-party websites on the Platform are provided solely for the Client’s convenience. If the Client uses these links, it leaves the Platform. Team Taca have not reviewed any of these third-party websites and do not control and are not responsible for these websites or their content or availability. Team Taca therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If the Client decides to access any of the third-party websites linked to the Website, it does so entirely at its own risk and Team Taca shall have no liability to the Client for any failure on the part of the operator of the linked website to fulfil any obligation owed to the Client or for any defective or deficient product or service any of them might supply to the Client.

Team Taca makes no representation regarding, nor does it warrant or assume any responsibility for, any third-party applications (or the content thereof), user content, devices or any product or service advertised, promoted or offered by a third party on or through the Platform and/or Services or any hyperlinked website, and Team Taca is not responsible for any transactions between the Client or a Member and any such third-party providers.

Team Taca has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the Platform and/or Services.

NATURE OF RELATIONSHIP

Team Taca is an independent entity providing the Client and the Members the Services and access to the Platform. The Agreement does not set up or create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Client and/or the Members and Team Taca. The Client and the Members will have no authority to make or accept any offers or representations on behalf of Team Taca. The Agreement does not create an exclusive relationship between the Client and Team Taca. Nothing expressed or mentioned in or implied from the Agreement is intended or will be construed to give to any person other than the parties to the Agreement any legal or equitable right, remedy, or claim under or in respect of the Agreement. The Agreement and all of the representations, warranties, covenants, conditions, and provisions in the Agreement are intended to be and are for the sole and exclusive benefit of Team Taca and the Client. As between Team Taca and the Client, the Client will be solely responsible for all obligations associated with the use of any third party service or feature that the Client or the Members permit Team Taca to use on their behalf, including compliance with any applicable Terms and Conditions of use. The Client and the Members will not make any statement that would contradict anything in this section.

Team Taca neither assumes, nor does it authorise any person or entity to assume on its behalf, any other liability in connection with the provision of the Services and Platform.

ASSIGNMENT

Team Taca may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement. Team Taca shall be expressly discharged from all obligations and responsibilities arising after such assignment or transfer.

The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of the Client’s rights or obligations under the Agreement without the prior written consent of Team Taca.

Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

FORCE MAJEURE

Team Taca shall not be liable to the Client or the Members as a result of any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an event beyond the reasonable control of Team Taca including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Team Taca or any other party), failure of a utility service or transport network, acts of God, war, riot, pandemic, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Team Taca’s suppliers or Team Taca’s subcontractors.

NOTICES

In the course of providing the Client and the Members services and in respect of the Client and the Members use of the Services and Platform, Team Taca may need to communicate with the Client and the Members via email or other contact details that the Client and the Members have recorded with Team Taca on the Platform. The Client and the Members agree to receive emails which are necessary for the normal functioning of the Services and Platform, including emails which help inform the Client and the Members about functionality. Notices given by Team Taca to the Client and the Members may be given by e-mail or by general posting on the Platform. Communications required or permitted hereunder shall be deemed duly given to the Client and the Members upon being transmitted by email to the current email address recorded for the Client and the Members on the Platform (provided Team Taca has not received any delivery or transmission failure notice).

ENTIRE AGREEMENT AND AMENDMENT

The Client and the Members agree that Team Taca may amend the Terms and Conditions from time to time. The Client and the Members agree to be bound by any changes Team Taca may reasonably make to the Terms and Conditions when such changes become effective.

Team Taca may, in its sole discretion amend these Terms and Conditions (in whole or in part) at any time. Amendments will be effective immediately upon posting on the Platform or Team Taca website. The Client and the Members continued use of the Services and Platform represents the Client and the Members agreement to be bound by the Terms and Conditions as amended from time to time. The Client and the Members are responsible for ensuring that they are familiar with the latest Terms and Conditions at all times.

No proposed amendment to the Agreement by the Client shall be effective unless and until same is agreed to in writing by Team Taca.

APPLICABLE LAWS

If the Client or the Members access the Services and Platform the Client and the Members do so on their own initiative and at their own risk and they are responsible for compliance with the applicable laws and regulations of the location in which the Client and the Members access the Services and Platform.