ASIAN BREEZE PLAYER DATABASE AUTHORIZED USER TERMS OF ACCESS Version: 1.0
These Authorized User Terms of Access (these "Terms") are a binding agreement between Asian Breeze Co., Ltd. (株式会社Asian Breeze), a company organized under the laws of Japan ("Asian Breeze," "we," "us"), and the individual who registers for and accesses the Asian Breeze Player Database (the "Platform") ("you," "Authorized User").
BY CHECKING THE ACCEPTANCE BOX, CREATING AN ACCOUNT, OR ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT REGISTER FOR OR ACCESS THE PLATFORM.
You represent that you are at least eighteen (18) years of age and that, if you are registering on behalf of or in connection with your duties for a school, club, organization, or agency (your "Organization"), you have authority to accept these Terms.
1. Definitions 1.1 "Player" means an individual athlete under contract with, or otherwise supported by, Asian Breeze whose information is made available on the Platform.
1.2 "Player Data" means any and all information relating to a Player that is made available to you through or in connection with the Platform, including without limitation: scouting reports; biographical and academic information; contact information; performance metrics and measured tools; body composition, anthropometric, biomechanical, injury and health-related information; photographs, video, and game film; game logs; and any derivative, extract, screenshot, summary, note, or compilation of any of the foregoing prepared by you or on your behalf.
1.3 "Permitted Purpose" means the evaluation of Players for potential recruitment, admission, signing, or placement by your Organization only, and internal coaching, instruction, and player-development activities conducted by you for Asian Breeze or your Organization in connection with Players.
2. Acceptance and Registration 2.1 These Terms are accepted by affirmative electronic assent. We will record the date, time, account identifier, and network address associated with your acceptance, and that record shall constitute conclusive evidence of your agreement to these Terms.
2.2 You agree that these Terms, and any notice, consent, or record delivered electronically under them, satisfy any requirement that such communications be in writing and signed.
2.3 You will provide accurate and complete registration information, including your full legal name, professional title, Organization, and a verifiable institutional email address, and will keep that information current.
3. Grant of Access 3.1 Subject to your continuous compliance with these Terms, Asian Breeze grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access and view Player Data on the Platform solely for the Permitted Purpose.
3.2 No other right or license is granted. All rights not expressly granted are reserved by Asian Breeze.
3.3 Access is granted to you personally. Access is not granted to your Organization, and your Organization acquires no rights in Player Data by reason of your access.
4. Prohibited Uses You will not, and will not permit or assist any other person to:
(a) use Player Data for any purpose other than the Permitted Purpose;
(b) disclose, transmit, publish, post, or otherwise make Player Data available to any third party, including any other club, school, agency, agent, advisor, scouting service, media outlet, data aggregator, or sports wagering operator, except to individuals within your Organization who have a genuine need to know for the Permitted Purpose and who are themselves bound by obligations no less protective than these Terms;
(c) download, export, print, screenshot, screen-record, photograph, scrape, or otherwise copy or reproduce Player Data, except as expressly enabled by functionality that Asian Breeze makes available to you and then only for the Permitted Purpose;
(d) remove, obscure, or alter any watermark, attribution, notice, or identifier appearing on or embedded in Player Data;
(e) modify, edit, or create derivative works from Player Data, or present Player Data as your own or your Organization's work product;
(f) use Player Data, or any metric or measurement contained in it, in any public communication, marketing material, recruiting material, publication, broadcast, or social media post, without our prior written consent;
(g) use Player Data to train, develop, fine-tune, or evaluate any machine learning model or artificial intelligence system, or input Player Data into any third-party artificial intelligence service;
(h) use Player Data to contact any Player, or any Player's parent, guardian, school, or coach, other than through Asian Breeze;
(i) attempt to access any part of the Platform, or any Player Data, that has not been made available to your account, or circumvent or test any security or access control of the Platform; or
(j) use Player Data for any purpose that is unlawful, or that would violate any rule of the NCAA, NAIA, NJCAA, Major League Baseball, Minor League Baseball, or any other governing body, league, or educational institution applicable to you or your Organization.
5. No Circumvention 5.1 You acknowledge that Asian Breeze has an existing contractual relationship with each Player and that the Platform is provided to facilitate, not to bypass, that relationship.
5.2 During the term of your access and for [twenty-four (24)] months following its termination, you will not, and will not cause your Organization to, enter into, negotiate, or solicit any recruiting, enrollment, signing, representation, placement, or employment arrangement with any Player whose Player Data you accessed, except through Asian Breeze or with our prior written consent.
5.3 You will not solicit, induce, or encourage any Player to terminate, breach, or decline to renew any agreement with Asian Breeze, or to engage any agent, advisor, or representative other than Asian Breeze.
5.4 Section 5.2 does not apply to a Player with whom you or your Organization had a documented, substantive recruiting relationship before your first access to that Player's Player Data, provided you notify us in writing of that relationship within fourteen (14) days of your first access.
6. Confidentiality 6.1 You will treat all Player Data as confidential information of Asian Breeze and of the Player, and will protect it using at least the degree of care you use for your own most sensitive information, and in no event less than a reasonable degree of care.
6.2 Your confidentiality obligations do not apply to information that you can demonstrate by contemporaneous written records was lawfully in your possession without restriction before disclosure by us, or that becomes publicly available through no act or omission of yours. The exclusions in this Section 6.2 do not apply to any health, medical, body composition, biomechanical, or injury-related information, or to any information concerning a Player who is a minor, which remains subject to Section 6.1 in all circumstances.
6.3 If you are compelled by law, subpoena, or a governmental or governing-body authority to disclose Player Data, you will, to the extent legally permitted, notify us in writing before disclosure and disclose only the portion legally required.
6.4 The obligations in this Section 6 survive termination of your access indefinitely.
7. Minors and Sensitive Information; Data Protection 7.1 You acknowledge that many Players are minors, and that Player Data includes information concerning minors, information concerning health and physical condition, and information from which a Player's identity, school, and whereabouts can be determined. You will handle Player Data accordingly.
7.2 Player Data originates in Japan and is provided to you subject to the Act on the Protection of Personal Information of Japan (Act No. 57 of 2003, as amended) (the "APPI"). You agree, on a continuing basis, to implement and maintain measures with respect to Player Data that are equivalent in substance to those required of a personal information handling business operator under the APPI, including without limitation:
(a) using Player Data only within the scope of the Permitted Purpose;
(b) not providing Player Data to any third party without our prior written consent;
(c) implementing organizational, personnel, physical, and technical safeguards appropriate to the sensitivity of Player Data;
(d) ensuring that any person you supervise who has access to Player Data is bound by, and complies with, obligations equivalent to these Terms;
(e) notifying us without undue delay and in any event within seventy-two (72) hours of becoming aware of any loss, unauthorized access, unauthorized disclosure, or other security incident affecting Player Data, and cooperating fully with our investigation, notification, and remediation efforts;
(f) promptly forwarding to us, and not responding directly to, any request, complaint, or inquiry you receive from a Player or a Player's parent or guardian concerning Player Data; and
(g) cooperating with, and providing information reasonably requested in connection with, any inquiry from the Personal Information Protection Commission of Japan or any other competent authority.
7.3 You will comply with all privacy, data protection, and biometric information laws applicable to you, including without limitation any applicable United States federal and state laws governing the personal information of minors and biometric or health-related information.
7.4 You will not transfer Player Data to any country other than the country in which you are located at the time of access without our prior written consent.
7.5 Upon our request, you will provide written confirmation of your compliance with this Section 7.
8. Account Security 8.1 Your credentials are personal to you. You will not share, disclose, or permit any other person to use your credentials, and you will not permit any other person to view Player Data through your session.
8.2 You will use a unique password, will enable multi-factor authentication where offered, and will not store Player Data on any shared, unsecured, or personally owned device or account.
8.3 You will notify us immediately upon becoming aware of any actual or suspected unauthorized use of your account.
8.4 You are responsible for all activity occurring under your account.
8.5 You will notify us in writing within seven (7) days if you cease to be affiliated with the Organization identified in your registration.
9. Monitoring, Logging, and Audit 9.1 You consent to our logging and monitoring of your use of the Platform, including the date, time, network address, device, and identity of each Player Data record you view, download, or export.
9.2 Player Data may be watermarked with identifiers unique to you. You acknowledge that watermarking enables us to trace the source of any unauthorized disclosure.
9.3 Upon reasonable notice, you will cooperate with any audit or investigation we conduct into suspected non-compliance with these Terms, including by providing information regarding your handling, storage, and disclosure of Player Data.
10. No Warranty; No Reliance 10.1 THE PLATFORM AND ALL PLAYER DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.2 Measurements, metrics, rankings, projections, and evaluations contained in Player Data are estimates derived from varying sources, methods, conditions, and equipment. They may be incomplete, outdated, or inaccurate, and they are not a prediction of any Player's future performance, health, availability, or eligibility.
10.3 You are solely responsible for conducting your own independent evaluation, verification, and due diligence, including as to any Player's academic standing, amateur status, eligibility, immigration status, and medical condition. You will not rely on Player Data as the sole basis for any recruiting, admission, signing, or medical decision.
11. Eligibility and Governing-Body Compliance 11.1 You are solely responsible for determining whether your access to and use of the Platform, and any resulting contact or activity involving a Player, complies with the rules of the NCAA, NAIA, NJCAA, your conference, your institution, and any other governing body applicable to you.
11.2 Asian Breeze does not provide compliance advice and makes no representation that any Player is or will be eligible under any such rules.
11.3 You will not take, and will not ask any Player to take, any action that would jeopardize a Player's amateur status or eligibility.
12. Intellectual Property 12.1 The Platform, all Player Data, and all reports, layouts, compilations, analyses, designs, and software comprising or underlying them are and remain the exclusive property of Asian Breeze or its licensors, and are protected by copyright and other intellectual property laws.
12.2 Nothing in these Terms transfers any ownership interest to you or your Organization.
12.3 You will not use the name, logo, or trademarks of Asian Breeze without our prior written consent.
13. Term, Suspension, Termination, and Return 13.1 These Terms apply from your acceptance until your access is terminated.
13.2 We may suspend or terminate your access at any time, with or without cause and without notice, including where we reasonably suspect a breach of these Terms.
13.3 You may terminate your access at any time by written notice to us and by ceasing all use of the Platform.
13.4 Upon termination or upon our request at any time, you will immediately cease all use of Player Data and will, at our election, destroy or return all Player Data in your possession or control, including all copies, extracts, notes, and derivative materials, and will certify that destruction or return in writing within fourteen (14) days. This obligation applies regardless of the medium or system in which Player Data is held, including email, cloud storage, messaging applications, and personal devices.
13.5 Sections 4, 5, 6, 7, 9.3, 10, 12, 13.4, 14, 15, 16, 18, and 19 survive termination.
14. Remedies 14.1 You acknowledge that any breach of Section 4, 5, 6, 7, or 8 would cause Asian Breeze irreparable harm for which monetary damages would be an inadequate remedy, and that Asian Breeze is entitled to seek injunctive and other equitable relief without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
14.2 If you breach Section 5, and Asian Breeze would have been entitled to compensation had the arrangement in question been concluded through Asian Breeze, you will pay to Asian Breeze an amount equal to the compensation Asian Breeze would have received. The parties agree that this amount represents a reasonable estimate of the loss Asian Breeze would suffer, that such loss would be difficult to calculate precisely, and that this provision is not a penalty.
14.3 Our failure to enforce any provision is not a waiver of that or any other provision.
15. Indemnification You will indemnify, defend, and hold harmless Asian Breeze and its officers, directors, employees, and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost, and expense (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms, your unauthorized use or disclosure of Player Data, or your violation of any applicable law or governing-body rule.
16. Limitation of Liability 16.1 To the maximum extent permitted by law, Asian Breeze will not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, opportunity, or goodwill, arising out of or relating to the Platform or Player Data, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.
16.2 Asian Breeze's total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid to Asian Breeze for Platform access in the twelve (12) months preceding the claim.
16.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
17. Changes to These Terms 17.1 We may modify these Terms from time to time. We will provide notice of material changes by email to your registered address or by notice within the Platform at least fourteen (14) days before the changes take effect.
17.2 Your continued access after the effective date of the changes constitutes acceptance. If you do not accept the changes, you must cease all access and your account will be terminated.
18. Governing Law and Dispute Resolution 18.1 These Terms are governed by the laws of Japan, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 The parties submit to the exclusive jurisdiction of the Tokyo District Court as the court of first instance for any dispute arising out of or relating to these Terms.
18.3 Each party waives any right to a trial by jury and any right to participate in a class or representative proceeding.
19. General 19.1 Entire Agreement. These Terms constitute the entire agreement between you and Asian Breeze regarding the Platform and supersede all prior understandings on that subject.
19.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
19.3 Assignment. You may not assign or transfer these Terms or any right under them. Asian Breeze may assign these Terms without restriction.
19.4 No Agency. Nothing in these Terms creates any employment, agency, partnership, or joint venture relationship between you and Asian Breeze.
19.5 Notices. Notices to you may be given to your registered email address. Notices to Asian Breeze must be sent to our registered address at 4-6-1 Tomizawa, Taihaku-ku, Sendai, Miyagi 982-0032, Japan.
19.6 Language. These Terms are executed in English. If a Japanese translation is provided, the English version governs.
Asian Breeze