Terms and conditions

By using SKIM or SKIM Turf Management (“App”), You agree to the following Terms of Use, which is a legal contract between you (the “User”, “You”) and Optidata sp. z o.o. with its registered seat in Cracow (Poland), address: ul. Wielicka 50/5, 30-552 Kraków (Poland) entered into the National Court Register of Poland kept by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register, under the KRS number: 0000141956, NIP (Tax ID): 6792744184, with share capital in the amount of PLN 50,000, e-mail: optidata@optidata.pl, phone number: +48 12 299 60 00 (the “Provider”, “We”).

1. Definitions

1.1. “App” – SKIM (also fully called SKIM Turf Management), web and mobile applications developed and maintained by Optidata sp. z o.o. with its registered seat in Cracow (Poland);
1.2. “Claims Against Provider” – any and all third party claims, actions, suits, proceedings arising from or related to User’s or any authorized user’s violation of these Terms;
1.3. “Feedback” - any submissions to the Provider (e.g., comments, questions, suggestions, materials) through any means of communication (e.g., call, fax, email);
1.4. “Force Majeure” - an extraordinary, external and impossible to prevent event that is beyond the User’s and the Provider’s reasonable control;
1.5. “iGolf” – iGolf Inc., headquartered in San Diego, California (USA);
1.6. “Indemnified Parties” - the Provider, its affiliates, suppliers, agents, employees, consultants, advisors and representatives;
1.7. “L1” – L1 Technologies Inc., headquartered in San Diego, California (USA);
1.8. “Minor” – a User under 18 years of age but not fewer than 13 years old;
1.9. “Modifications” – any changes, updates, additions or removals of any provisions of this Terms of Use
1.10. “User” – any person that purchases and/or uses the App or contacts the Provider regarding the App;

2. Eligibility

1.1. By purchasing and/or using the App, You represent, acknowledge and agree that You are at least 18 years of age.
1.2. The App may be used by a Minor, that is using the Service with the consent of parent or legal guardian and that have received parent’s or legal guardian’s permission to use the App and agree to its Terms. If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to these Terms and to fully indemnify and hold the Provider harmless if the Minor breaches any of these Terms. If a User is under 13 years of age, they may not use the App at any time or in any manner or submit any information to the Provider.
1.3 The Service may be used only for non-commercial purposes. Therefore, the User is not allowed to resell, deep-link, use, copy, monitor (e.g., spider, scrape), display, download, reproduce, or use crawlers, robots, data mining or extraction tools of any type in connection with any content or information, software, products or services available through App for any commercial or competitive activity or purpose. Any commercial usage must be subject to a separate agreement with the Provider.

3. License

3.1. App is licensed and not sold. In consideration of The User’s payment, The Provider grants the User a limited, personal, non-exclusive and non-transferable license to use the App. The right to use the App is conditioned on compliance with these Terms.
3.2. The license grants the User the non-exclusive right to use the App throughout the world in the following fields of exploitation:
3.2.1. use of the App in unaltered form at any place and at any time, as well as via the Internet;
3.2.2. reviewing the data available in the App;
3.2.3. display and application of the App.
3.3. You have no other rights in the App and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the App in any manner without prior consent of the Provider.
3.4. The license covers the use of the App by a single user and simultaneous use on a single device..
3.5. Duration of licenses. Licenses are granted for the time described in section 19 below.
3.6. User will control access to and use of the App and is responsible for any use of the App that does not comply with this Agreement.
3.7. App is protected by copyright and other intellectual property rights. No rights will be transferred under the Agreement to any entity, including User.
3.8. Restrictions. Except as expressly permitted in these Terms, User must not:
3.8.1. copy, modify, reverse engineer, decompile, or disassemble App, or attempt to do so;
3.8.2. install or use any third-party software or technology in any way that would subject Provider’s intellectual property or technology to any other license terms;
3.8.3. work around any technical limitations in an App or restrictions in it;
3.8.4. separate and run parts of an App on more than one device;
3.8.5. change the App’s versions on its own;
3.8.6. use an App for any unlawful purpose;
3.8.7. transfer parts of an App separately;
3.8.8. distribute, sublicense, rent, lease, or lend any Apps, in whole or in part, or use them to offer hosting services to a third party;
3.8.9. grant sublicenses;
3.8.10. grant the App or access to the App to third parties;
3.8.11. lend, rent, lease, make available for use under any legal title whatsoever, whether for a consideration or free of charge, the App to third parties;
3.8.12. modify, adapt, translate, the App or any part thereof,  
3.8.13. use the App or any part thereof to implement any product or service to operate under or in conjunction with the App for any purpose other than pursuant to the Agreement;
3.8.14. disclose the results of functional testing of the App to third parties in any way possible.
3.9. In the event of modification of extensions or other changes to the App during the term of the license by the Provider, Provider authorizes the User to use the App so modified under these Terms.
3.10. Provider shall have the right to inspect the User's use of the App. The User shall allow Provider to inspect the use of the App. Provider shall be entitled to apply any other measures to control the use of the license in accordance with the content of this Agreement, in particular, to introduce technical measures to control the use of the license (including the use of software and devices, used to verify the transmission of data in real time by the App and their recording). These measures will be implemented in the form and manner determined by Provider.

4. Third-party services

4.1. The App includes and makes use of services provided by third-parties that allow the Provider to use scorecard, GPS and course layout information from L1 and iGolf as part of the App. The use of the App is subject to Terms of Use and Privacy Policy of L1 and iGolf  (https://igolf.com/terms-of-use/ and https://igolf.com/privacy-policy) and by the App, You are agreeing to be bound by L1’s and iGolf’s Terms of Use.

5. Electronic Communication

5.1. By using the App and/or any services provided on or through the App, You consent to receiving electronic communications from the Provider. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the App and/or services provided on or through the App. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements.
5.2. The consent to receiving electronic communications from the Provider also includes advertising communications and commercial information from the Provider. The consent to receiving advertising communications and commercial information may be withdrawn at any time.

6. Data protection

6.1. The Provider will process personal data of the User and User’s contact persons. With respect to User personal data and personal data of User’s contact persons, Provider shall be the controller of the personal data. Provider may process the personal data in connection with the App and these Terms, in particular for the purpose of (i) performance of the Terms, (ii) fulfillment of legal obligations. User accepts Provider’s information clause located at: https://www.optidata.pl/en/polityka-prywatnosci/ User shall provide this clause to any person whose data it provides to the Provider and shall notify those persons that User is a source of those data.
6.2. All personal data are processed in accordance with the provisions of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
6.3. Provider informs that in connection with the App, statistical information will be collected, in particular regarding the number of active end users. The above does not involve the processing of personal data within the meaning of GDPR.
6.4. Because the App is provided using software offered by third parties, such as third party payment processors, L1, iGolf or Amazon Web Services, in some cases there may be a transfer of data outside the European Union, the European Economic Area and Switzerland. All transfers of personal data processed by a Provider, either as a data controller or as a data procesor, including transfers of User Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the Provider at the applicable URL for such terms or as otherwise communicated to User.

7. Links to third-party sites

7.1. The App may include links (including advertisements) to third-party services. If You use these links, You will leave the App. We are not obligated to review any third-party Services that You link to from the Service, We do not control any of the third-party services, and We are not responsible for any of the third-party services (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party services, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party services linked to from the App, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party services.

8. Unauthorized activities

8.1. The User is Authorized to use to App only for purposes specified in the Terms of Use. Any other use of the App is prohibited and, therefore, constitutes unauthorized use of the App.
8.2. Unauthorized use of the App may result in violation of various Polish, United States and international copyright laws. Unless You have written permission from Us stating otherwise, You are not authorized to use the App in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
a) In a manner that modifies, reproduces or distributes any of the App;
b) In a manner that decompiles, reverse engineers or otherwise attempts to obtain the source code or underlying ideas, information or algorithms of or relating to the App;
c) In a manner that violates any local, state, national, foreign, federal or international statute, regulation, rule, order, treaty, or other law;
d) In a manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;
e) To impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity;
f) To interfere with or disrupt the App or servers or networks connected to the App or other products, services, servers or networks of the Provider;
g) To use any data mining, robots, or similar data gathering or extraction methods in connection with the App;
h) To attempt to gain unauthorized access to any portion of the App or any other accounts, computer systems, or networks connected to the Service, whether through hacking, password mining, or any other means;
i) In connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive or illegal products, services or materials;
j) To copy, store, archive or create a database of any golf course listings, scorecard data, front, center and back GPS data points, other custom data points, and golf course layout files for golf courses throughout the world or similar information, except that data may be temporarily cached for use in App so long as it is removed when the application is closed;
k) In any way that threatens the performance or availability of App.

9. Proprietary rights

9.1. "Optidata" and “SKIM” are a trademark that belongs to the Provider. Other trademarks, names and logos in the App are the property of their respective owners.
9.2. The User is forbidden to use the business name, logo and related trademarks of the Provider or any of its licensors or suppliers. The display of such trademarks through the App does not imply that a license of any rights therein has been granted, unless otherwise specifically stated.

10. Disclaimer of warranties

10.1. The App is provided “as is” and “with all faults” and the entire risk as to the quality and performance of the App is with the User. The Provider is not responsible for any decisions made or actions taken based on our App.
10.2. To the maximum extent permissible by applicable law, we expressly disclaim all warranties of any kind (express, implied or statutory) with respect to the App, including, but not limited to, warranties or conditions of accuracy, completeness, currency, merchantability, fitness for a particular purpose, satisfactory quality, course of dealing, usage of trade, non-infringement of intellectual property rights.
10.3. We also do not guarantee that the App will meet Your requirements or that the App will be uninterrupted, timely, secure, accurate, reliable, complete or error free or that defects in the App will be corrected. We make no warranty as to the results that may be obtained from the use of the App or as to the accuracy or reliability of any information obtained through the App. No advice or information, whether oral or written, obtained by the User through the App, from Our employees, subsidiaries/other affiliated companies shall create any warranty. We shall have no Liability for harm to Users resulting from reliance on any content.
10.4. The Provider does not warrant that any depictions, information, data or maps available on the App will be accurate, relevant and fit for any purpose.

11. Limitation of liability

11.1. We shall not be liable to you for any damages resulting from Your usage of the App to the maximum extent permitted by applicable law, especially We shall not be liable to You for any indirect, extraordinary, exemplary, punitive, special, incidental or consequential damages (including loss of data, revenue, profits, use or other economic advantage). However arising, the total liability of the Provider arising out of or related to these terms shall not be more than the total amount of fees actually paid to the Provider by the User for a right to use the App.
11.2. To the extent provided by applicable law, Provider shall ensure that the App shall comply with the provisions of these Terms and shall be liable for any failure of App to comply with the provisions of these Terms. In other respects, the Supplier's liability for the App's compliance with these Terms is excluded to the fullest extent possible.
11.3. The Provider shall not be liable for any damages incurred by the User caused by threats occurring on the Internet, in particular, hacking into the User's device, interception of passwords by third parties, infection of the User's device with viruses.
11.4. Provider shall not be liable for the consequences of the User sharing any of his passwords and logins with third parties.
11.5. The Provider shall not be liable for damages arising from improper ( in particular, the use and installation of malicious software, etc.) use of the App by the User, in particular, not in accordance with the provisions of these Terms.
11.6. Provider notes that in connection with the App, it provides the User with content protected by intellectual property rights, in particular copyrighted works. The User is obliged to comply with intellectual property laws. Any copying, modification, as well as public reproduction of the content made available without the consent of the Provider is prohibited, unless it results from these Terms, separate agreements concluded by the User with the Provider or mandatory provisions of law.
11.7. Provider is not responsible for the operation of other systems and programs and related applications than the App.
11.8. Neither Party will be liable for failing to meet its obligations if such failure is due to the occurrence of a Force Majeure event.
11.9. The User shall be entitled to file a complaint to the Provider, in case the App is not in accordance with these Terms.
11.10. If a complaint is accepted by the Provider, the Provider shall reimburse the User the amount of money proportional to the period during which there was a basis for the complaint and the remuneration paid by the User to a Provider to use the App or offer another form of compensation for damages. The above provision does not exclude the possibility of requesting compensation for damages on general principles.
11.11. A complaint can be submitted to Provider’s address or to an e-mail: info@skimturf.com The complaint should include, in particular, a description of the problem giving rise to the complaint and the designation of the User (name and details of the person making the complaint).
11.12. Provider shall consider the complaint within 14 days from the date of receipt in its correct form.
11.13. The complaint may be filed within 30 days, counting from the moment the User learns about the reasons for the complaint.
11.14. Provider reserves the right to access the App used by the User to correct the irregularities giving rise to the complaint.
11.15. The response to the complaint shall be sent in the same manner in which the complaint was submitted.
11.16. Complaints addressed to the Provider and concerning services provided by third parties will not be considered, of which the Provider will immediately inform the User. Provider shall not be obliged to transfer complaints to third parties responsible for the services covered by the complaint.
11.17. User will defend Provider from and against Claims Against Provider, and will indemnify Provider for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Provider in connection with or as a result of, and for amounts paid by Provider under a settlement in connection with a Claim Against Provider. Provider must provide User with prompt notice of any Claims Against Providers and cooperate with any reasonable requests assisting User’s defense and settlement of such matter. The Provider will always be free to choose its own counsel.

12. Local laws

12.1. The App is controlled and operated from the Provider’s headquarters in Poland and may not be appropriate or available for use in other locations. The Provider exercises due diligence regarding compliance with the law of the Republic of Poland, European Union and the United States and does not guarantee compliance with laws of any other jurisdiction.
12.2. If You use the App outside Poland, European Union and the United States of America, You are solely responsible for following applicable local laws and the Provider shall not be liable for any legal consequences of using the App in violation of local laws.

13. Feedback

13.1. Any Feedback will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
13.2. If the assignment of rights pursuant to the abovementioned provision is inadmissible under the laws of a particular jurisdiction, it shall be deemed that the User has granted the Provider an exclusive (if inadmissible – a non-exclusive) license for an indefinite period of time but no shorter than 5 years to the same extent as described in section 13.1.

14. Dispute resolution

14.1. This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision that may arise between the User and the Provider. Therefore, “Dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding.
14.2. To the maximum extent permitted by applicable law, any disputes relating to this Terms or the App shall be resolved by a court in Poland with jurisdiction over the Provider’s registered office.
14.3. The User for whom any EU jurisdiction is applicable shall have the possibility to use out-of-court means of complaint handling and redress in accordance with the Internet Dispute Resolution procedure developed by the European Commission available at: https://webgate.ec.europa.eu/odr/main/?event=main.home.show.

15. Indemnification

15.1. The User shall indemnify and hold the Indemnified Parties harmless for any costs, damages, losses or expenses that the Indemnified Parties, or any of them, may incur, suffer or become liable for as a result of, or in connection with, any claim asserted by a third party against the Indemnified Parties, or any of them, in connection with any unauthorized, improper or illegal use of the App by the User or due to any breach of these Terms of Use by the User.

16. Right of Withdrawal – for EU residents only

16.1. You have the right to withdraw from purchasing the App within 14 days from the conclusion of the contract (“Right of Withdrawal”) without stating the reason.
16.2. By purchasing the App, You acknowledge and agree that the Provider will grant the access to the App after the expiration of the Right of Withdrawal (i.e. after 14 days from the conclusion of the contract) However, You can request prior access to the App. By requesting prior access to the App, You acknowledge and agree that You will lose Your Right of Withdrawal.
16.3. In order to exercise your Right of Withdrawal, you must inform the Provider of your decision to withdraw by an unequivocal statement sent by mail to the Provider’s address or e-mail.
16.4. In order to exercise the Right of Withdrawal, the User may use the withdrawal form attached as Appendix No. 1 to these Terms, but it is not mandatory.
16.5. In order to observe the deadline for withdrawal, it is sufficient for the User to send information on the exercise of his/her Right of Withdrawal before the expiry of the deadline for withdrawal.
16.6. In the event of withdrawal, the Provider shall return to the User all payments received from the User, immediately, and in any case no later than 14 days from the date on which the Provider is informed of the User's decision to exercise the Right of Withdrawal. The Provider shall return the payment using the same means of payment that were used by the User in the original transaction, unless the User has expressly agreed otherwise; in any case, the User will not incur any fees in connection with this return.

17. Modifications

17.1. The Provider may alter the App and/or choose to modify the App at any time and without prior or subsequent notification. The Provider reserves the right to change the functionality of the App at any time, as long as it does not materially and adversely affect User’s access to App.
17.2. The User should actively accept these Terms before purchasing or first using the App. By accepting the Terms the User represents that he have read, understood, accepted and agreed to be bound by these Terms. If the User does not agree to these Terms, he shall not download, use or access the App.
17.3. The Provider may also change, update, add or remove provisions of these Terms for important reasons, which may be, in particular, changes in the law or changes in the methods of payment, changes in the functionality of the App - to the extent that these changes affect the implementation of the provisions of these Terms. Any Modifications are made only for the future. Any Modifications to the Terms of Use shall be notified to the User by a notification within the App and are not required to be provided in writing. The User should actively accept those changes in the App before continuing to use the App.
17.4. If the User is willing to object to any Modifications, they recourse shall making a clear statement to the Provider about the termination of any agreement concluded with Provider within 14 days from the date of notification of the Modifications by contacting the Provider at its e-mail address. If the User does not submit a statement of cancellation of use of the App within 14 days from the receipt of a notification of Modifications, it is assumed that Modifications are accepted. and the User consents to be bound by the Terms of Use as amended by the Modifications.

18. Effective period

18.1. The contract concluded under these Terms by the User and the Provider is effective for the indefinite period of time. It can be terminated only in the instances described in these Terms.
18.2. Provider has the right to terminate the contract with immediate effect, in the following cases:
18.2.1. User fails to make payment of any amount due for the App in the due date;
18.2.2. User commits a material breach of any other material provision of these Terms;
18.2.3. The Provider for any reason will lose the right to use third-party services used in the App, in particular will lose the right to use iGolf services.
18.3. Provider has the right to terminate the contract with 30-days’ notice in the case of Provider’s decision to discontinue the App.
18.4. User has the right to terminate the contract only in the case of Provider’s material breach of the provisions of these Terms.
18.5. In a case of any termination by the User, if these Terms allows for such a termination, Provider will not provide refunds or credits for any partial subscription period(s).
18.6. Upon termination, the following will apply:
18.6.1. All licenses granted under these Terms will terminate immediately.
18.6.2. All amounts due under any unpaid amounts by the User will become due and payable immediately.
18.7. Suspension. Provider may suspend use of the App without terminating the contract during any period of material breach of the User’s obligations. Provider will give User reasonable notice before suspending the App. Suspension will only be to the extent reasonably necessary.
18.8. Survival. The provisions of these Terms, that are likely to require performance, or have application to events that may occur, after the termination or expiration of the contract concluded under these Terms, will survive termination or expiration, including all indemnity obligations and procedures.
18.9. The minimum duration of the User's obligations is the time until the payment of the remuneration for App is made.

19. General

19.1. Technical requirements for use of the App:
19.1.1. Access to the Internet,
19.1.2. Internet connection: symmetrical connection with a minimum of 10 Mbps.
19.2. To the maximum extent permitted by law, the use of the App and these Terms are construed under the law of Poland.
19.3. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.
19.4. The Provider is allowed not to enforce rules established in these Terms of Use. This does not constitute a waiver of any rights that the Provider has under Terms of Use.
19.5. These Terms are the entire agreement between the Provider and the User and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements about the App. The proprietary rights, disclaimer of warranties, indemnities, limitations of liability and general provisions shall remain in force after termination or modification of these Terms.
19.6. Neither Party may assign rights under this Terms without the prior written consent of the other Party or otherwise it should be considered null and void. 

Appendix no. 1
WITHDRAWAL TEMPLATE(This template should be completed and returned only if you wish to exercise the Right of Withdrawal)
- Addressee [here the User should enter the name of the Provider, full postal address and, if available, fax number and e-mail address]: ……………………………………
- I/We(*) hereby inform(*) about my/our withdrawal from the contract regarding purchase of the App(*): ……………………………………
- Date of conclusion of the contract(*)/collection(*): ……………………………………
- Name and surname of the User(s) : ……………………………………
- Address of the User(s) : ……………………………………
- Signature of the User(s) (only if the form is sent on paper) : ……………………………………
- Date: ……………………………………
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