Shadow Esports GmbH (“Shadow”) operates the Shadow Scoreboard, a widget, visualizing the current score of an esports match (“Scoreboard”). Shadow provides the Shadow-branded Scoreboard free of charge to support the fan experiences and to enable long-term growth for the wider esports community.
The use of the Scoreboard is subject to the following terms (“Terms of Use” or “ToU”), made exclusively between Shadow and the Customer. By using the Scoreboard, the Customer Agrees to be bound by these ToU.
Definitions
For the purposes of these Terms of Use
- API means an application programming interface providing access to the Data;
- Shadow Trademarks means any registered trademarks as well as registered or unregistered company names held by Shadow;
- Credentials means information and/or tools for verification and authentication, including but not limited to login data and tokens that allow the Customer to access and use the Scoreboard;
- Data means any content provided by Shadow under the Scoreboard;
- Support means customer care and troubleshooting services via a ticketing system on shadow.gg.
- Customer means any individual or organization implementing the Scoreboard into a website;
- Updates means the actualization of the LDP to a new version that may include non-significant improvements;
- Upgrades means any significant improvement of the Scoreboard parts that are not part of an Update;
- Widget means a java script provided by Shadow, integrated in Customer's system, providing the Scoreboard.
Ownership
Any right, title and/or interest in the Scoreboard, Widget or Shadow Trademarks and any parts thereof are and remain the sole property of Shadow. Customeris granted the right to use the Scoreboard and the Data to the extent specified in these ToU.
Provision of Access and Use
- Shadow provides a download link to access the Widget and information on the integration of the Widget into a website.
- Customer integrates the Widget according to the information provided by Shadow. Customer is solely responsible for fulfilling the system requirements required for the access and use of the Widget.
Provisions of Access and Use
Shadow grants Customer a non-exclusive, worldwide, revocable, non-sublicensable and non-transferable right to access and use the Widget and the Data subject to the conditions that the Customer's website and/or offer
- complies with all applicable laws,
- does not violate any third party rights and
- does not contain any explicit content or otherwise improper content.
Rights of Shadow
- Shadow has the right and the Customer accepts advertisement activities within the Scoreboard.
- Shadow has the right to provide Data in its sole discretion. The Customer has no right to a specific content or coverage.
Obligations of Customers and Restrictions
- Any use for any purpose other than granted hereunder is prohibited unless approved by Shadow in writing.
- Customers shall not use the Widget, Scoreboard, Data or other information provided by Shadow to develop and/or create a product with the same or substantially the same functionalities as the Widget or Scoreboard.
- Customers shall not copy, translate, modify, decompile, disassemble or reverse engineer the Widget or Scoreboard or otherwise derive or attempt to derive the source code and/or algorithms, unless permitted by mandatory law.
- Customers shall not remove, circumvent, reverse engineer, decrypt, or otherwise alter or interfere with digital rights management or copy protection features associated with the Widget or Scoreboard or any other technologies used to control the access to the Widget or Scoreboard.
- Customers are not entitled to share the Credentials with Customers who are not authorized to use the Widget.
Violation of Obligations and Restrictions
- In the event the Customer violates any of their obligations or restrictions under these ToU (“Violation(s)”), the Customer shall pay to Shadow (i) any and all amounts obtained as a result of the Violation(s) and (ii) for each month during which the Violation(s) occur(s), a contractual penalty, the amount of which shall be determined at the reasonable discretion of Shadow, taking into account the nature and extent of the Violation and the degree of misconduct, and which in case of a conflict shall be subject to judicial review by the competent authority.
- Furthermore, in the event of any Violation(s), Shadow is entitled to suspend the service under these ToU with immediate effect and/or to terminate this agreement with immediate effect and without prejudice to any other rights or remedies available under these ToU or applicable law.
Third Party Licence Obligations
The Widget may include third party software, which is provided by their authors under separate licence terms. If the Widget includes or incorporates such third party components, the respective third party’s licence terms will be made available online as indicated by Shadow.
Support
Shadow provides Support via the ticketing system on shadow.gg. Shadow may provide priority support services upon separate agreement.
Cookies, Updates and Upgrades
- Shadow uses tracking cookies within the Widget to control and develop the performance of its services.
- Shadow is not obliged to provide any Upgrades to the Scoreboard or Widget
- With the exception of the warranty owed by law or according to these ToU, Shadow is not obliged to provide Updates.
Warranty for Material and Legal Defects
- Shadow does not make or give any representation, warranty or undertaking as to the accuracy, completeness, availability, reliability, timeliness, or quality of the Widget, Scoreboard or Data or as to their suitability for a particular purpose or as to the title and non-infringement of third-party rights.
- Shadow is entitled to remedy defects at its discretion by providing a new release or by modifications, provided that the scope of the services is not changed more than insignificantly.
- A no-fault based liability for defects existing at the time of contracting is excluded, unless the defect relates to a feature of the Widget essential for the ToU (Section 536a (1) German Civil Code (BGB)).
Termination
Shadow has the right to terminate the ToU with one (1) week prior notice. The statutory right of termination for cause remains unaffected.
Liability
- Shadow is only liable for damages resulting from an intentional or grossly negligent breach of duty. In the event of simple negligence, Shadow is only liable in the event of injury to life, body, health or an essential contractual obligation. Essential contractual obligations are those whose fulfilment is necessary for the achievement of the objective of the contract, or which enable the performance of the contract in the first place. In the event of a slightly negligent breach of essential contractual obligations, Shadow is liable up to the amount of the damage typical of the contract and foreseeable at the time of conclusion of the contract.
- The above limitations of liability shall also apply in favour of Shadow's legal representatives and agents. The liability according to the Product Liability Act remains unaffected.
Termination
- Changes or additions to these ToU must be made in writing. This also applies to the written form requirement itself.
- Customers shall not assign any of its rights or obligations under these ToU to any third party without the prior written consent of Shadow.
- The law of the Federal Republic of Germany applies, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG). The place of jurisdiction for all disputes arising from the contractual relationship is Berlin, Germany.
- Shadow is entitled to change the regulations in these ToU. An amendment shall become effective upon receipt by the Customer if the Customer has not objected in writing within six (6) weeks after receipt of the amendment. This shall only apply if Shadow has informed the Customer in the amendment notification of the possibility of objection and the consequences of a failure to object. Changes to the essential elements of the contract agreed with Shadow shall require the consent of the Customer irrespective of this provision. If Customer does not agree to the changes, Shadow shall be entitled to immediately terminate the contract.