OneFootball Owned & Operated (O&O) Partner Terms of Use
General
These Terms of Use describe the agreement (the “Agreement”) between: (i) OneFootball GmbH (“OneFootball GmbH” and together with each of its subsidiaries, “OneFootball”, “we” or “us”); (ii) creators (“Creator Partners”); and (iii) professional football clubs, leagues, federations and players ("CLFP Partners” and together with the Creator Partners, each an “O&O Partner” and together the “O&O Partners”, or “you”) as to the rights and responsibilities that govern the relationship between OneFootball and an O&O Partner (each a “Party” and together the “Parties”) when an O&O Partner provides Partner Content (defined below) to OneFootball for use in the OneFootball Ecosystem (defined below).
In the OneFootball Ecosystem, OneFootball develops, operates (hence “O&O” which stands for “Owned and Operated”) and markets internationally the most comprehensive media platform for football fans, allowing them to read the latest news of their favourite clubs, players, partners, content creators and leagues, get results of all the games, consume videos and other relevant football content, comment and interact with other users, follow their favourite players, clubs, content creators and leagues and receive push notifications of breaking news. The OneFootball Ecosystem also provides O&O Partners with digital access to their existing fan base and potential new audiences via the segmented, personalised delivery of official Partner Content.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not provide and/or make available Partner Content to OneFootball for use in the OneFootball Ecosystem.
1. Definitions
In this Agreement the following definitions shall apply:
“Credits” has the meaning given to it in Clause 9.5.
“Controller, Personal Data, Data Subject and Process/Processing” shall be interpreted in accordance with applicable Data Protection Laws.
“Data Protection Laws” means European Directive 2002/58/EC and the General Data Protection Regulation (EU) 2016/679 (GDPR), and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates them and all other applicable laws relating to processing of Personal Data and privacy that may exist in any relevant jurisdiction.
"Ecosystem IPR" has the meaning given to it in Clause 8.3.
“Editorial Content” means Partner Content that is not Video Content.
“Embed Player” means the video player operated by OneFootball, which is embedded within other digital platforms operated by approved third party publishers under rights from OneFootball.
“Images” has the meaning given to it in Clause 9.1.
“OneFootball API” means the Applied Programming Interface (“API”) operated by OneFootball to facilitate the delivery of content via the OneFootball Network Portal.
“OneFootball Ecosystem” means any and all digital outlets and platforms of OneFootball, including, without limitation, the owned and operated platforms (being the mobile application “OneFootball” on iOS, Android and Harmony OS (the “App”), Connected TV App (“TV App”), the website “www.onefootball.com” (the “Site”) and the OneFootball social media channels (the “Social Channels” and together with the App, the TV App and the Site, the “OneFootball Platform”), the Embed Player, and third-party platforms with whom OneFootball has entered into an agreement for the supply, hosting and/or distribution of football-related content which allow OneFootball to monetise the Partner Content under this Agreement.
“OneFootball Network Portal” means the Creator Portal operated by OneFootball, through which O&O Partners can upload and manage content and access analytics and revenue reporting.
“Order Form” has the meaning given to it in Clause 7.1.
“Partner Account” has the meaning given to it in Clause 5.2.
“Partner Content” means content provided and/or made available by O&O Partners to OneFootball, including, without limitation, from (if applicable) an official website (the “Partner Site”) and/or different social media channels (e.g. Facebook, Instagram and TikTok – together the “Partner Social Media Channels”), and which may consist of, without limitation, Editorial Content and Video Content.
“Partner Marks” means: (i) the O&O Partner’s name, and (where applicable) nickname(s), the official logo and crest of the O&O Partner as amended from time to time; and (ii) where applicable, any other logos, trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans owned by the O&O Partner, in each case as may be updated by the O&O Partner by written notice to OneFootball from time to time;
“Remuneration” has the meaning given to it in Clause 7.
“Term” means the period from the date on which an O&O Partner accepts the terms of this Agreement until the date on which this Agreement is, with respect to the relevant O&O Partner, terminated in accordance with its terms.
“Territory” has the meaning given to it in clause 4.2.
“Video Content” means Partner Content that is shared in video format.
2. Agreement to Terms of Use
2.1. O&O Partners shall be bound by this Agreement upon the relevant O&O Partner accepting the terms of this Agreement, including, without limitation, by clicking through a confirmation on the OneFootball Network Portal (if applicable).
2.2. O&O Partner shall provide an official email address that will function as the sole means of contact between OneFootball and O&O Partner (“Contact Email Address”). O&O Partner hereby agrees to update and/or confirm the Contact Email Address from time to time as necessary (and at least every six (6) months) to ensure that the O&O Partner can be reached by OneFootball and agrees that OneFootball shall only be obliged to respond to emails that come from the Contact Email Address. OneFootball therefore suggests that the Contact Email Address is not that of an individual.
2.3. We may change this Agreement in a reasonable manner: (i) to reflect changes to the OneFootball Ecosystem or how we do business - for example, when we add new products or features or remove old ones; (ii) for legal, regulatory, or security reasons; or (iii) to prevent abuse or harm.
2.4. If we make changes to this Agreement, we will provide you with at least fifteen (15) days’ advance notice before the changes take effect. When we notify you of changes, we will provide you with the new version of the terms and point out the material changes via the Contact Email Address. If you don’t object before the changes take effect, you’ll be deemed to have accepted the changed terms. Our notice will explain this objection process. You can refuse to accept the changes, in which case the changes won’t apply to you, but we reserve the right to end our relationship with you if all other termination requirements are met.
3. Partner Content
3.1. OneFootball has developed and intends to maintain the OneFootball Ecosystem. O&O Partner shall provide the OneFootball Ecosystem with Partner Content via Reach Engine, an API (e.g. WordPress REST API, the OneFootball API, or the relevant O&O Partner’s own API), manual upload on the OneFootball Network Portal or by permitting the scraping or crawling (or other similar processes) of the Partner Content by OneFootball from the O&O Partner’s Partner Site or Partner Social Media Channels.
3.2. O&O Partner agrees to make the Partner Content available at all times except for times when any source of the Partner Content, including without limitation any Partner Site or Partner Social Media Channel that it operates is down for maintenance.
3.3. O&O Partner agrees to remedy any problems appearing with the delivery of the Partner Content without undue delay.
3.4. O&O Partner shall be responsible for all Partner Content uploaded to the OneFootball Ecosystem. In the event that O&O Partner notifies OneFootball at any time that it wishes any Partner Content to be taken down from the OneFootball Ecosystem, OneFootball shall comply with such request as soon as reasonably practicable.
4. Use of Partner Content on the OneFootball Ecosystem
4.1. OneFootball shall publish and distribute Partner Content to users through the OneFootball Ecosystem throughout the Territory.
4.2. O&O Partner hereby grants OneFootball a non-exclusive, sub-licensable, non-assignable, fully paid up, royalty free right and licence to use, exploit, copy, encode, store, archive, distribute, transmit, modify, reproduce, monetise, transcribe (including creating captions), translate (including dubbing and adding subtitles), create teaser content, render into an audible format, publicly display and publicly perform the Partner Content on the OneFootball Ecosystem for the duration of the Term on a world-wide basis (the “Territory”), so that the Partner Content can be placed and marketed on the OneFootball Ecosystem in accordance with this Agreement as well as for the use in connection with the promotion of the Partner Content and/or the OneFootball Ecosystem. O&O Partner acknowledges and agrees that the above grant shall give OneFootball the right to use machine learning (including generative artificial intelligence) to translate the Partner Content into languages that are different from the language in which the relevant Partner Content was submitted and/or made available by the O&O Partner for use and exploitation on the OneFootball Ecosystem on the same payment terms and subject to the same conditions as set out in Clause 7.
4.3. OneFootball shall be solely responsible for finding and coordinating advertisements to be published on the OneFootball Ecosystem. O&O Partner acknowledges and agrees that OneFootball shall be entitled to place advertisements on the OneFootball Ecosystem generally, including before, after or otherwise attached or connected to Partner Content, in each case as OneFootball shall deem appropriate from time to time. OneFootball may use third parties to place advertisements on the OneFootball Ecosystem.
4.4. Treatment of the Partner Content on the OneFootball Ecosystem
4.4.1. For any of the Partner Content, in whole or in part, that appears on the OneFootball Ecosystem, OneFootball will include attribution to O&O Partner in a manner to be determined by OneFootball, including but not limited to the logo (where applicable) and the O&O Partner’s name and tag it automatically with the O&O Partner.
4.4.2. Where applicable, the Partner Content is tagged with the names of relevant teams, competitions and/or players using machine learning technology or text mining and automatically distributed to the relevant locations within the OneFootball Ecosystem. O&O Partner is not entitled to any specific placement of the Partner Content within the OneFootball Ecosystem, especially not regarding a placement within the first articles of curated collections and/or partners/leagues/players/competitions pages.
4.4.3. Where applicable, any Partner Content shall have a link, provided by OneFootball, to the legal notice of the relevant Partner Site.
4.5. OneFootball obligations
4.5.1. OneFootball is responsible for the development, management, maintenance and hosting of the OneFootball Ecosystem.
4.5.2. OneFootball gives no representations, assurances, warranties or guarantees that the OneFootball Ecosystem will be available on a continuous basis or that its operation will be error free.
4.5.3. OneFootball will provide a regular report on Partner Content read, seen or otherwise consumed within the OneFootball Ecosystem.
4.6. Reservation of Rights
OneFootball reserves the right to:
(i) change and improve the OneFootball Ecosystem;
(ii) extend the distribution of Partner Content within the OneFootball Ecosystem, and, among other things, to send the Partner Content in the form of a push notification or including it in curated or automated content collections;
(iii) remove any content (including Partner Content) that (i) is likely to violate the terms of this Agreement, or (ii) contains advertising, sponsoring, product placement and similar promotional/ branded content from the OneFootball Ecosystem.
5. Use of the OneFootball Network Portal
5.1. Where applicable, O&O Partner shall receive access details to the OneFootball Network Portal in order to transmit the Partner Content for use by OneFootball in the OneFootball Ecosystem, and in order to be able to view reports and revenue.
5.2. The O&O Partner’s account on the OneFootball Network Portal (a “Partner Account”) may only be used for the purpose of fulfilling this Agreement.
5.3. In order to create a Partner Account, O&O Partner must enter the Contact Email Address which will serve as a username, select a password and then send their website’s URL, display name, imprint and logo (where applicable) to OneFootball.
5.4. O&O Partner commits to keeping their password to the Partner Account confidential. If O&O Partner becomes aware of unauthorised use of the password or the Partner Account, they are obliged to notify OneFootball of this immediately.
5.5. For information on the Processing of Personal Data, see the privacy policy for the OneFootball Network Portal.
5.6. Access to the OneFootball Network Portal shall be blocked thirty (30) days after termination of this Agreement.
6. Termination
6.1. This Agreement can be terminated at any time by either Party in writing (email is sufficient) with a notice period of one (1) month. Where the O&O Partner wishes to terminate this Agreement in accordance with this clause 6.1, it shall send all communications to the following email address: network@onefootball.com. Where OneFootball wishes to terminate this Agreement in accordance with this clause 6.1, it shall send all communications to the Contact Email Address. The right to terminate the contract for good cause with immediate effect remains unaffected.
6.2. Either Party may terminate this Agreement with immediate effect by notice in writing to the other Party if (i) the other is in material breach of their obligations under this Agreement which is irremediable or, if capable of remedy, is not remedied within five (5) days after receipt of written notification of such material breach and/or (ii) a Party ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, makes an assignment for the benefit of creditors or suffers from a serious deterioration of assets;
6.3. Termination or expiry of this Agreement is without prejudice to any accrued rights prior to such termination or expiry. It shall not affect the continuing in force or coming into force of any provision expressed or implied as being intended to continue or come into force following such termination or expiry. Further, on termination or expiry of this Agreement, the Parties shall cease to use any rights granted pursuant to this agreement and the Parties shall each be released from their obligations hereunder, save and except the provisions which are deemed to survive the expiration of the agreement as set out in Clause 12.
7. Remuneration
7.1. Where OneFootball has monetised an O&O Partner’s Partner Content, OneFootball will pay the O&O Partner a remuneration on the basis of a model agreed separately in an order form (the “Order Form”) or otherwise in writing, and in accordance with the remainder of this Clause 7 (the “Remuneration”).
7.2. Any Remuneration shall be (i) paid monthly with the payment terms laid out in the Order Form or (ii) can be collected - where applicable - via the “Payments” Section in the OneFootball Network Portal once the applicable Remuneration amounts to EUR 50 or more by following the instructions.
7.3. Limitations
7.3.1. In the event that page views have been generated fraudulently, either by a bot or a person, including, without limitation, if views are made from O&O Partner’s IP addresses, OneFootball is not obliged to make any payment to the relevant O&O Partner. If payment in connection with this Agreement has already been made, O&O Partner shall either reimburse the payment to OneFootball or, the amounts shall be deducted by OneFootball from future payments.
7.3.2. To ensure correct payment, O&O Partner is solely responsible for submitting the correct payment information. In the event that any bank charges are incurred due to returned or rejected payments resulting from incorrect payment information supplied by the O&O Partner, OneFootball shall have the right to deduct such amounts from any subsequent payments to the O&O Partner.
7.4. In the event that OneFootball is required by law to withhold any taxes and actually withholds and pays such taxes on behalf of O&O Partner, any such amounts shall be deducted from the Remuneration, and remitted to the relevant taxing authorities. In circumstances where taxes are so deducted, OneFootball shall provide the O&O Partner with documentation of the taxes paid on its behalf which are reasonably required by the O&O Partner in seeking corresponding reductions available (in the form of income deductions or tax credits), if any, in the determination of the O&O Partner's income taxes. For the avoidance of doubt, it is the Parties’ intention that: (i) the revenue paid in connection with this Agreement is the result of trading activity and therefore no withholding tax should be applicable to the revenue paid by OneFootball to O&O Partner in connection with this Agreement; and (ii) the Remuneration shall be net of all applicable withholding taxes and OneFootball shall be under no obligation to gross-up payments to the O&D Partner. The Parties further agree that they shall each use commercially reasonable efforts to minimise withholding and other taxes.
8. Intellectual Property
8.1. O&O Partner acknowledges and agrees that, except as expressly granted under this Agreement, it shall have no rights in the Intellectual Property Rights in respect of the OneFootball Ecosystem.
8.2. O&O Partner grants to OneFootball a non-exclusive, non-transferable, non-assignable, royalty-free right to use the Partner Marks during the term of this Agreement, solely for the purposes of operating the OneFootball Ecosystem, performing its obligations and exploiting its rights under the Agreement.
8.3. All Intellectual Property Rights in content developed or created by the Parties as part of the development or running of the OneFootball Ecosystem ("Ecosystem IPR") shall be owned by the Party which developed or created such content.
8.4. Each Party hereby grants to the other Party a non-exclusive, personal, royalty-free, non-transferable right for the term of this Agreement to use its Ecosystem IPR (including the Partner Content) to the extent necessary for the other Party to exercise its rights and carry out its obligations under this Agreement.
8.5. If any third-party Intellectual Property Rights (including, but not limited to third-party images licensed from image agencies other than the ones provided by OneFootball in accordance with Clause 9) are incorporated into any Partner Content uploaded to the OneFootball Ecosystem, the O&O Partner shall procure all necessary rights and permissions in respect of such third-party Intellectual Property Rights at their own cost.
8.6. O&O Partner shall notify OneFootball of any territorial or other restrictions applicable to the Intellectual Property Rights granted to OneFootball under this Clause 8 in advance of such grant of rights.
9. Football Images
O&O PARTNER’S ATTENTION IS SPECIFICALLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 9 WHICH CONTAINS IMPORTANT O&O PARTNER OBLIGATIONS & POTENTIAL O&O PARTNER LIABILITY TO THIRD PARTIES IN THE EVENT OF NON-COMPLIANCE
9.1. OneFootball may provide O&O Partner with image material from various image agencies (for use in Editorial Content only) (the “Images”). This material is licensed by OneFootball and made available to the O&O Partner pursuant to the contractual rights granted by the respective image agency.
9.2. O&O Partner may only use the Images in accordance with this Clause 9 and in the manner necessary for the fulfilment of this Agreement. In the event that O&O Partner uses the Images in breach of this Agreement (including Clause 9.4 below), or for purposes outside of this Agreement, OneFootball reserves the right to terminate this Agreement with immediate effect and to block the relevant Partner Account.
9.3. O&O Partner is allowed to mirror Editorial Content with such Images published on the OneFootball Ecosystem on its Partner Site (but not on the Partner Social Media Channels), always given that the Editorial Content has to be published on the OneFootball Ecosystem and cannot be used on the Partner Site alone.
9.4. O&O Partner agrees that it shall download each Image separately for each use, i.e. if an Image is used in several articles, O&O Partner hereby agrees to download it separately for each article.
9.5. O&O Partner shall ensure that all Images used contain photo credits, i.e. naming the respective photo agency and the name of the photographer (the “Credits”). The Credits must be placed in close proximity to the relevant image and must be made in the following formats:
(i) For Getty Images: “[Photographer's Name]/[Collection Name] via Getty Images.”
(ii) For IMAGO: “IMAGO / [Photographer’s Name]”
9.6. If applicable, the O&O Partner’s imprint (Impressum) must further contain a reference to the respective photo agency.
9.7. Where Images are made available to the O&O Partner by OneFootball from IMAGO stock&people GmbH, the O&O Partner shall be entitled to download a maximum of thirty (30) Images per month.
9.8. The O&O Partner is and remains responsible for complying with the rules for the use of Images set out in this Clause 9. In case of a breach of this clause by the O&O Partner (e.g. if credits have not been made properly), O&O Partner will (i) be liable to claims by the Images’ original author / photographer / copyright enforcement agency, (ii) not be entitled to any support by OneFootball and (iii) be obliged to indemnify OneFootball in accordance with Clause 15.1. below.
9.9. On termination of this Agreement, O&O Partner undertakes to immediately terminate the use of the licensed material and, if necessary, to delete any Images used. If O&O Partner continues to use the image material without authorisation, OneFootball reserves the right to invoice O&O Partner for the licensing costs incurred. Should a right to long-term archiving exist, OneFootball will inform O&O Partner.
10. Prohibited Partner Content
O&O Partner undertakes not to (nor to permit any other person to):
(i) upload or otherwise provide any Harmful Code to the OneFootball Ecosystem;
(ii) solicit login information or access an account belonging to someone else;
(iii) post any Inappropriate Content or Partner Content that is an active advertisement for regulated goods and services including gambling, alcohol, tobacco, firearms and/or pharmaceutical products, in each case unless and to the extent otherwise expressly agreed in writing by OneFootball in advance;
(iv) post false, misleading, fraudulent, or deceptive claims or Partner Content;
(v) post any Partner Content that is illegal, pornographic, violent, hateful, rights infringing or contains affiliate links;
(vi) upload/post any Partner Content that is derogatory to, or detrimental to the reputation of, any third party;
(vii) upload/post any Partner Content that harms or is reasonably likely to harm (i) OneFootball's or the OneFootball Ecosystem’s reputation, or otherwise bring OneFootball or the OneFootball Ecosystem into disrepute; (ii) its or OneFootball’s legal relations with other partners, advertisers or contributors to the OneFootball Ecosystem; (iii) the operation, integrity or security of the OneFootball Ecosystem, the platform on which the OneFootball Ecosystem is hosted and operated, or any user’s data; or (iv) OneFootball’s marks or Intellectual Property Rights and/or the goodwill in the same.
11. Warranties
11.1. Each of the Parties warrants to the other that:
(i) it has full power and authority to enter into and perform this Agreement;
(ii) it either owns, or has the right to use and grant sub-licences of, all Intellectual Property Rights (i) which are necessary for it to perform its obligations under this Agreement, including its obligations in respect of the OneFootball Ecosystem, and (ii) in any content (including Partner Content) created or supplied by it for the purposes of being posted on the OneFootball Ecosystem; and
(iii) the entering into this Agreement, and performance by it will not breach any agreement which it has with any third party and/or any applicable law or regulation.
11.2. OneFootball hereby acknowledges and agrees that:
(i) all rights granted to it under this Agreement are granted subject to and shall be exercised in accordance with applicable laws;
(ii) nothing in this Agreement grants OneFootball any sponsorship or any other rights of association in connection with O&O Partner;
(iii) it shall not act or omit to act (in each case, including in relation to the performance of its obligations under this Agreement) in any manner which may harm or bring into disrepute the O&O Partner, any O&O Partner personnel and/or any of O&O Partner’s partners. The foregoing shall exclude any third-party claim in respect of the Partner Content infringing any third-party Intellectual Property Rights provided that such Partner Content has been used by OneFootball in accordance with the terms of this Agreement.
11.3. O&O Partner warrants to OneFootball that:
(i) it shall perform its obligations under this Agreement in accordance with all applicable laws and regulations;
(ii) it either owns, or has the right to use and grant rights of, (i) all Intellectual Property Rights in any Partner Content that it posts or publishes under this Agreement and (ii) the Partner Marks; and
(iii) it shall at no time during the term of this Agreement, or for a period of six (6) months following the termination of this Agreement, engage or seek to engage, in any capacity, any employee or consultant of OneFootball without the prior written approval of OneFootball.
12. Survival
In the event of any termination or expiration of this Agreement for any reason, any provisions of this Agreement that are, by their nature, intended to survive termination or expiration, in particular the confidentiality provisions shall survive.
13. Confidentiality
The Parties shall keep the content of this Agreement confidential, except if and to the extent (i) disclosure is expressly agreed among the Parties, or (ii) disclosure is required pursuant to any statute or law, official or judicial orders, or provisions or regulations relating to a stock exchange. Employees of each Party will only be informed of the content on a need-to-know-basis. Each Party will instruct the other with whom each one intends to work to maintain the confidentiality of the existence and terms of this Agreement.
14. Liability
In the event of intent, gross negligence or of a breach of a contractual core duty, the fulfilment of which enables the proper implementation of this Agreement in the first place, and upon the fulfilment of which the other Party regularly may rely (“cardinal obligation”) also by its representatives and vicarious agents (Erfüllungsgehilfen), both Parties shall be liable according to the statutory provisions. The same shall apply in the event of injury to life, body or health, in the event of damages resulting from a violation of a guarantee as to quality (Beschaffenheitsgarantie), in case of a procurement risk as well as in the event of defaults concealed fraudulently (arglistig verschwiegene Mängel). In the event of damages to property and financial damages (Sach- und Vermögensschäden) caused by slight negligence of either Party, its representatives or vicarious agents, and not resulting from a violation of a guarantee, a procurement risk or a breach of a cardinal obligation, liability shall be limited to the amount of the damage which was foreseeable at the time of conclusion of the Agreement and typical taking into account the nature of the Agreement (vorhersehbarer und vertragstypischer Schaden). Liability based on the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected in any case. Any further liability of either Party other than set out above shall be excluded. This does not entail a change in the burden of proof to the detriment of the O&O Partner.
15. Indemnity
15.1. O&O Partner will defend and indemnify and hold harmless OneFootball GmbH and each of its subsidiaries, affiliates, agents, representatives, and their respective officers, directors, shareholders, and employees, from and against any and all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgement, interest and penalties) brought by a third party resulting from (i) the use of the Partner Content and/or the Partner Marks, or other material provided by O&O Partner to OneFootball within the framework of this Agreement, (ii) any breach of applicable data protection laws or regulations, or (iii) any breach of Clause 9.
15.2. OneFootball will promptly notify O&O Partner of all claims of which it becomes aware of (provided that a failure or delay in providing such notice will not relieve O&O Partner’s obligations except to the extent such party is prejudiced by such failure or delay) and will (i) provide reasonable cooperation to O&O Partner at their expense in connection with the defence or settlement of all claims, and (ii) be entitled to participate at its own expense in the defence of all claims. OneFootball agrees that O&O Partner will have sole and exclusive control over the defence and settlement of all claims, provided, however, O&O Partner will not accept any judgement or enter into any settlement, either of which imposes any obligation or liability on OneFootball without its prior written consent.
16. Relationship of the Parties and Interpretation of Agreement
16.1. Nothing in this Agreement is intended to or shall be construed to constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the Parties, and neither Party shall have the right or authority to act for or on behalf of the other Party.
16.2. This Agreement may be translated into languages other than English. In the event of any inconsistency or conflict between the English language version and any other version, the English language version of this Agreement shall prevail. The terms printed in italics in this Agreement constitute German legal terms describing the meaning of the terms in the English language they refer to and are to be taken into account when interpreting this Agreement.
16.3. In this Agreement, references to writing include email and any other form of electronic communication.
17. Force Majeure
Neither Party shall be in breach of this Agreement or otherwise liable to the respective other for any failure or delay in performing its obligations under this Agreement as a result of an event of Force Majeure. “Force Majeure” shall include any and all events outside of the reasonable control of the respective Party including, without limitation, personal injury, illness, death, breakage or breakdown, shipwreck, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts of terrorism or threats of any such acts and any strike action, lock-outs or other industrial action, pandemics such as COVID-19 as well as decisions of governments and race organisers). The Parties shall fulfil their obligations as soon as circumstances permit, and to endeavour to overcome or circumvent the Force Majeure event so as to allow continued performance and to minimise and reduce any such period of suspension.
18. Assignment
O&O Partner shall not assign, licence or sub-contract in whole or in part the benefits, rights and/or obligations of this Agreement hereunder without OneFootball's prior written consent. OneFootball may assign in whole or in part the benefit and/or burden of this Agreement and may subcontract its obligations hereunder upon prior written notice.
19. Data Protection Law
19.1. The Parties must comply, and ensure that their personnel and other representatives comply, with the provisions of applicable Data Protection Laws in connection with the Processing of Personal Data under this Agreement.
19.2. The Parties agree that they are independent Controllers within the meaning of the GDPR for the Processing of Personal Data under this Agreement. The Parties shall provide reasonable assistance to each other, where required, in order to respond to requests from Data Subjects exercising their rights under applicable Data Protection Laws.
20. Whole Agreement and Severability
20.1. This Agreement constitutes the whole agreement between the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
20.2. In the event that a provision of this Agreement is or becomes partly or entirely illegal, invalid or unenforceable or if this Agreement contains a gap or omission, the validity of the remaining provisions of this Agreement is not affected thereby. The Parties are obliged to replace the partly or entirely invalid or unenforceable provision with a valid and enforceable provision, which the Parties would have agreed on had they been aware of the invalidity or unenforceability of the respective provision. The same applies in the event that this Agreement contains a gap or omission.
21. Governing Law
This Agreement is governed by and constructed in accordance with the laws of the Federal Republic of Germany under exclusion of its rules of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
22. Place of Jurisdiction
The courts of Berlin, Germany, have exclusive jurisdiction to settle any claim or dispute (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter.
Last updated 24 July 2025