The rules of the game.

FOOTPASS® is published by FOOTPASS SA (in the process of registration with the Commercial Register of the Canton of Zurich), registered in Zurich, Switzerland (hereinafter "FOOTPASS"). General enquiries: [email protected]. Data protection enquiries: [email protected].

These Terms of Service (hereinafter "ToS") govern access to and use of the FOOTPASS® platform by any individual or legal entity (hereinafter "User"). They constitute a legally binding agreement governed by Swiss law.

Accessing the platform or using any of its services constitutes full and unconditional acceptance of these ToS. When the User acts on behalf of a legal entity, the User warrants that they hold the authority required to bind that entity.

For the purposes of these ToS, the following terms have the meanings assigned to them below.

§2.1 - PassID: a unique, permanent and non-transferable identifier assigned to each User upon registration. The PassID constitutes the User's digital identity on the platform.

§2.2 - Legal Representative Link: a relationship formalised on the platform between a duly authorised legal representative and the Organisation they represent, validated in accordance with the procedure established by FOOTPASS®.

§2.3 - Acting-As: a feature allowing a User to act, within a defined Scope and with the required authorisations, on behalf of an Organisation or another authorised User.

§2.4 - Room: a secure communication space created on the platform, enabling exchanges between identified Users in a structured and traceable environment.

§2.5 - Vault: a secure personal storage space accessible exclusively to the account holder, designed for the storage of documents and sensitive data.

§2.6 - Badge: a digital attestation issued by an Issuer on the platform, reflecting a status, an authorisation or a relationship at a given point in time. A Badge is an internal readability tool and does not constitute a legal act.

§2.7 - Digital Authorisation: an act formalised on the platform by which an Issuer grants a Beneficiary the right to act within a defined Scope.

§2.8 - Sub-Authorisation: a derived Digital Authorisation issued by a Beneficiary to a third party, strictly within the limits of the principal Authorisation held by that Beneficiary.

§2.9 - Issuer: a User or Organisation holding the rights required to issue a Digital Authorisation or a Badge.

§2.10 - Beneficiary: a User or Organisation receiving a Digital Authorisation or a Badge.

§2.11 - Scope: the set of rights, time limits and conditions attached to a Digital Authorisation, as defined by the Issuer.

§2.12 - Organisation: an institutional entity in the football sector (club, federation, league, agency, or other organisation) registered on the platform.

§2.13 - History Log: an immutable technical record retaining a trace of significant events occurring on the platform in relation to a User or Organisation.

§2.14 - Link System: the core platform feature enabling the formalisation, management and tracing of relationships between Users and Organisations within the FOOTPASS® ecosystem.

§2.15 - PassPRO / PassSTART / PassSTAFF: individual subscription plans available on the platform, as described in §09.

§2.16 - SMALL / MEDIUM / Institutional Plans: subscription plans for Organisations, as described in §09.

§2.17 - Content: any information, data, document, image or other element uploaded, transmitted or generated by a User via the platform.

§2.18 - Verification Data: data collected in connection with the User identity verification process, in accordance with the FOOTPASS® Privacy Policy.

§2.19 - Platform: the entirety of the services, applications, interfaces and features made available by FOOTPASS® under the FOOTPASS® brand.

§3.1 - Technical service provider. FOOTPASS® is a technical service provider. The platform provides tools enabling its Users to structure, formalise and trace their professional relationships in the football sector. FOOTPASS® is not a party to the legal relationships that Users establish among themselves or with third parties through the platform.

§3.2 - Not a mandatary, representative or intermediary. FOOTPASS® is not a mandatary, representative, broker, adviser or agent of its Users. FOOTPASS® does not give instructions to Users and does not intervene in defining the content of Digital Authorisations or Links. The platform executes User instructions without qualifying them legally. FOOTPASS® has neither knowledge of Users' affairs in the sense of a mandatary's obligations, nor authority to bind them vis-a-vis third parties. Any action carried out via the Acting-As feature is performed under the sole responsibility of the authorised User; FOOTPASS® cannot be characterised as a sub-mandatary or co-contracting party. The issuance of a Badge or Digital Authorisation is the sole decision of the Issuer; FOOTPASS® merely provides the technical traceability.

§3.3 - Automated processing. Operations carried out on the platform — creation, modification and revocation of Links, issuance of Authorisations and Badges, recording in the History Log — are executed in a fully automated manner. FOOTPASS® exercises no editorial control over the content of the acts thus formalised.

§3.4 - No external legal effect. Tools and documents generated by the platform do not constitute legal acts enforceable against third parties outside the platform, unless those third parties expressly agree or unless otherwise required by law. Their evidentiary weight is that which the parties mutually recognise.

§3.5 - Data isolation. Each User and each Organisation has an isolated space. FOOTPASS warrants that a User's data is not accessible to other Users beyond the permissions expressly defined on the platform.

§4.1 - Best efforts obligation. FOOTPASS undertakes to provide its services with the diligence of a competent technical service provider. This commitment is a best efforts obligation. FOOTPASS strives to ensure platform availability of 99.5% per calendar month, excluding planned maintenance operations communicated with reasonable advance notice.

§4.2 - Exclusions of liability. FOOTPASS shall not be liable for damages arising from force majeure, non-compliant use of the platform by the User, errors, inaccuracies or omissions in information provided by the User, unavailability or malfunction of third-party networks or services outside FOOTPASS's control, unauthorised access or intrusion attributable to the User's failure to meet their security obligations, or decisions made by third parties on the basis of documents or data generated by the platform. FOOTPASS is not liable for the legal consequences of acts formalised between Users via the platform.

§4.3 - Liability cap. Except in cases of gross negligence or wilful misconduct by FOOTPASS, FOOTPASS's total liability to a User under these ToS is capped at the amount of subscription fees actually paid by that User during the twelve months preceding the event giving rise to the claim. In accordance with Article 100 of the Swiss Code of Obligations, any exclusion or limitation of liability for gross negligence or wilful misconduct is void.

§4.4 - Exclusion of indirect damages. FOOTPASS shall under no circumstances be liable for indirect, non-material, consequential or punitive damages, including loss of revenue, profits, data or business opportunities.

§4.5 - Hosting provider status. With respect to Content uploaded by Users, FOOTPASS SA acts as a hosting provider within the meaning of applicable law. FOOTPASS SA is not liable for User-uploaded content and is only required to act upon receipt of a valid notice in accordance with the applicable legal procedure.

§5.1 - General rules. The User undertakes to: provide accurate, complete and up-to-date information upon registration and throughout their use of the platform; use the platform exclusively for lawful purposes and in accordance with its intended use; not attempt to circumvent security measures or access data not intended for them; not upload Content that is unlawful, defamatory, misleading or that infringes third-party rights; not use the platform for unsolicited commercial canvassing or activities competing with FOOTPASS®; comply with the rules and statutes of the federations and sports organisations to which they are affiliated.

§5.2 - Link System obligations. The User may only create a Link for relationships to which they are a party or for which they hold the required authorisations. The User undertakes to revoke without delay any Link that no longer reflects the reality of the represented relationship. The User acknowledges that a Badge is not a legal instrument of representation and undertakes not to use it as such with third parties.

§5.3 - Access security. The User is solely responsible for the confidentiality of their access credentials. The User shall activate the two-factor authentication mechanisms available on the platform and notify FOOTPASS without delay if they suspect their account has been compromised.

§5.4 - Issuer and Beneficiary liability. The Issuer is solely responsible for the content, scope and limits of the Digital Authorisations and Badges it issues. The Beneficiary is responsible for the use it makes of received Authorisations, within the limits of the defined Scope. When a Beneficiary issues a Sub-Authorisation, it assumes its own liability and warrants that it is acting within the limits of the principal Authorisation.

§5.5 - Indemnification. The User undertakes to indemnify FOOTPASS against any damage, cost, legal fees or loss arising from a breach of these ToS or non-compliant use of the platform.

§6.1 - Applicable framework. The processing of Users' personal data is governed by the Swiss Federal Act on Data Protection (nFADP, RS 235.1) and, for Users residing in the European Economic Area, by the General Data Protection Regulation (GDPR). The detailed terms of such processing are described in the FOOTPASS® Privacy Policy, available on the platform, which forms an inseparable part of these ToS.

§6.2 - Sub-processors. FOOTPASS engages third-party technical service providers for hosting, identity verification, payments and communications. The current list of sub-processors is set out in the Privacy Policy.

§6.3 - User rights. In accordance with applicable law, the User has the right to access, rectify, erase, port, object to and restrict the processing of their personal data. These rights may be exercised with the FOOTPASS Data Protection Officer at [email protected].

§6.4 - History Log and right to erasure. The History Log is an immutable technical record necessary for platform integrity and the traceability of acts performed. Upon exercise of the right to erasure, identifying personal data is pseudonymised in the History Log, so that technical events are retained without enabling direct identification of the individual concerned. This approach reconciles statutory traceability obligations with the right to be forgotten.

§6.5 - Retention after termination. Following account termination, User data is retained for the applicable statutory period, then deleted or anonymised in accordance with the Privacy Policy. Digital Authorisations issued or received are archived on the same terms.

§6.6 - Audio and video communication services. The platform provides audio and video calling features between identified Users. Audio and video streams are not recorded or stored under normal conditions of use, subject to applicable statutory monitoring obligations. FOOTPASS SA acts as a derived communication service provider within the meaning of applicable federal law, and is not a network operator.

§6.7 - Complaints. The User may submit any complaint relating to data protection to [email protected], or directly to the Federal Data Protection and Information Commissioner (FDPIC).

§7.1(a) - Trademark. FOOTPASS® is a registered trademark belonging to FOOTPASS SA. Any unauthorised use of the FOOTPASS® trademark, logo or distinctive signs is strictly prohibited.

§7.1(b) - Proprietary innovations. The Link System and Digital Authorisations constitute proprietary innovations protected under applicable law. Any reproduction, imitation or exploitation without the prior written authorisation of FOOTPASS SA is prohibited.

§7.1(c) - Platform. The platform in its entirety — its architecture, interfaces, algorithms, source code, databases and editorial content — is the exclusive property of FOOTPASS SA or its licensors. No intellectual property right is transferred to the User under these ToS.

§7.1(d) - Licence. FOOTPASS® grants the User a personal, non-exclusive, non-transferable and revocable licence to use the platform, limited to the duration of the agreement and the scope of these ToS.

§7.2 - User Content. The User retains ownership of their Content. By uploading Content to the platform, the User grants FOOTPASS a worldwide, non-exclusive, royalty-free licence, for the applicable term of legal protection, solely for the purposes of hosting, processing, displaying and improving the platform. This licence does not confer on FOOTPASS any right to commercialise the User's Content. The User warrants that they hold all rights necessary for the Content they upload and shall indemnify FOOTPASS against any third-party claim in this regard.

§7.3 - Badges. Badges issued on the platform are digital representations whose display rights are granted to the User strictly within the scope of platform use. They may not be extracted, reproduced or used outside the platform without the authorisation of FOOTPASS SA and the relevant Issuer.

§7.4 - Prohibited uses. The User is expressly prohibited from reproducing, copying, modifying, decompiling, disassembling or attempting to extract the platform's source code, creating derivative works, reselling or sub-licensing access to the platform, and using automated tools to collect data from the platform without the prior written authorisation of FOOTPASS SA.

§8.1 - Term. These ToS apply throughout the User's use of the platform, from registration until the definitive closure of their account.

§8.2 - Suspension by FOOTPASS®. FOOTPASS reserves the right to suspend a User's access in the event of a breach of these ToS, an outstanding payment not remedied within the allotted time, suspected fraudulent use, a threat to platform security or third-party rights, or an order from a competent authority. Unless urgency justifies immediate suspension, FOOTPASS notifies the User by email with 48 hours' notice. In urgent cases, suspension is immediate and the User is notified without delay.

§8.3 - Termination by FOOTPASS®. FOOTPASS may terminate a User's account in the event of serious or repeated breaches of these ToS, with notification by email. Termination takes effect on the date stated in the notification.

§8.4 - Termination by the User. The User may terminate their account at any time from their account settings or by sending a request to [email protected]. Termination takes effect at the end of the current subscription period, without refund of the unused portion, unless otherwise provided in §09.

§8.5 - Effects of termination. On the termination date, active Digital Authorisations and Badges are automatically revoked. Data is retained and then deleted in accordance with §06. Links associated with the account are closed. Provisions of these ToS that by their nature are intended to survive termination (intellectual property, liability, jurisdiction) remain in force.

§9.1 - Individual plans. Individual subscriptions are offered at the following rates: PassSTAFF — CHF 1.99/month or CHF 19.99/year (-16%); PassSTART — CHF 9.99/month or CHF 99.99/year (-17%); PassPRO (independent) — CHF 29.99/month or CHF 239.99/year (-33%); PassPRO (linked to an Organisation) — CHF 19.99/month or CHF 239.99/year.

§9.2 - Institutional plans. Organisation subscriptions are offered at the following rates: SMALL (up to 5 permanent members) — CHF 499/year; MEDIUM (5 to 15 permanent members) — CHF 1,199/year; CONFIRMED / ESTABLISHED / LARGE / VERY LARGE — upon request, [email protected]. Institutional plans are subject to Specific Pricing Conditions (SPC) which prevail over these ToS for pricing matters.

§9.3 - Trial period. FOOTPASS® offers a 10-day trial period from account activation, with no commitment required. At the end of this period, the selected subscription is automatically activated and billed.

§9.4 - Payment. Payments are processed by Stripe, a secure payment service provider. By providing payment details, the User authorises FOOTPASS to automatically charge the subscription amount at each due date. FOOTPASS does not store any User banking data.

§9.5 - Failed payments. In the event of a failed payment, FOOTPASS sends a reminder by email. If not remedied within 15 days, access to the platform may be downgraded and then suspended. The account may be terminated after 30 days of persistent non-payment.

§9.6 - Refunds. Subject to mandatory statutory provisions, paid subscriptions are non-refundable, except in the event of a technical failure attributable to FOOTPASS that renders the service unavailable for an extended period.

§9.7 - Pricing changes. FOOTPASS reserves the right to modify its pricing with 30 days' notice, communicated by email and via the platform. Continued use of the platform after this period constitutes acceptance of the new pricing. If the User does not accept the changes, they may terminate their account free of charge before the new pricing takes effect.

FOOTPASS reserves the right to amend these ToS at any time. Any amendment is communicated to the User by email and via a notice displayed on the platform, with a minimum of 30 days' notice before it takes effect.

Continued use of the platform after the notice period expires constitutes acceptance of the amended ToS. If the User does not accept the amendments, they may terminate their account free of charge before they take effect, by sending a request to [email protected].

§11.1 - Force majeure. FOOTPASS shall not be liable for a failure to perform its obligations resulting from a force majeure event within the meaning of Article 119 of the Swiss Code of Obligations, including a natural disaster, a large-scale external cyberattack, a governmental decision or a widespread failure of communications networks. FOOTPASS will inform the User as soon as possible and will endeavour to restore the service at the earliest opportunity.

§11.2 - Evidentiary agreement. Event logs, timestamps and technical records generated by the platform constitute valid and reliable evidence of operations performed by Users, enforceable between the parties in the event of a dispute, subject to proof to the contrary.

§11.3 - Cookies. The platform uses cookies and similar technologies, the terms of which are described in the cookie policy available at footpass.com/cookies.

§11.4 - Assignment and sub-contracting. FOOTPASS SA may assign all or part of these ToS to an entity within the same group or in the context of a restructuring, merger or acquisition, without the User's prior consent, provided the User is informed accordingly. The User may not assign their account or the rights arising from it to a third party without the prior written consent of FOOTPASS SA.

§11.5 - Minors. The Platform is accessible from the age of 13. Minors aged 13 to 17 (within the meaning of Article 14 of the Swiss Civil Code) may use the Platform subject to the following cumulative conditions:

(a) The minor holds their own PassID, created upon completion of the age-appropriate identity verification process.

(b) The minor's legal representative (parent or legal guardian) holds their own active PassID on the Platform.

(c) A Legal Representative Link must be established bilaterally between the minor's PassID and that of their legal representative before any access to the service. This Link is mandatory and cannot be circumvented.

(d) The legal representative provides FOOTPASS SA with proof of their legal authority when establishing the Link. FOOTPASS SA may request additional documents at any time.

(e) The Legal Representative Link grants the legal representative full visibility over the minor's activity on the Platform and the right to revoke any Digital Authorisation of the minor.

(f) The legal representative accepts these ToS on behalf of the minor and assumes full responsibility for the minor's use of the Platform.

(g) The legal representative undertakes to notify FOOTPASS immediately at [email protected] of any change in their legal representative status.

(h) Revocation, expiry or suspension of the Legal Representative Link automatically results in the immediate suspension of the minor's access to the Platform. Access is restored upon establishment of a new valid Link.

(i) FOOTPASS reserves the right to refuse the creation of a PassID for a minor or to suspend their access if any of the above conditions is not met.

(j) For minors residing in the European Union, the processing of their personal data is carried out in compliance with Article 8 GDPR regarding parental consent.

(k) FOOTPASS undertakes not to process minors' personal data for targeted advertising purposes, in compliance with applicable requirements for the protection of minors online.

The agreement between FOOTPASS® and the User is governed by Swiss law.

For disputes involving professionals or legal entities (B2B), the Handelsgericht of the Canton of Zurich has exclusive jurisdiction.

For disputes involving consumers (B2C), the ordinary courts of Zurich have jurisdiction, without prejudice to the right of any consumer residing in the European Union to bring proceedings before the competent courts of their place of residence in accordance with the Brussels I bis Regulation.

For Users residing in the European Union, the European Commission provides an online dispute resolution platform accessible at ec.europa.eu/consumers/odr.

The French version of these ToS prevails in the event of any discrepancy with any translation.

Severability. If any provision of these ToS is declared void or unenforceable by a competent court, the remaining provisions shall remain in force to the fullest extent permitted by applicable law.

Entire agreement. These ToS, the Privacy Policy and, where applicable, any specific agreement signed between FOOTPASS SA and the User constitute the entire agreement between the parties and supersede any prior agreement on the same subject matter. In the event of a conflict, the following order of precedence applies: (1) specific signed agreement, (2) these ToS, (3) Privacy Policy.

No waiver. FOOTPASS's failure to enforce any provision of these ToS against a User shall not be construed as a waiver of its right to do so in the future.

General enquiries: [email protected].

Data Protection Officer: [email protected].

Supervisory authority: Federal Data Protection and Information Commissioner (FDPIC) — www.edoeb.admin.ch.