Subscription Agreement

2.1 Service Provision
Subject to the terms of this Agreement and payment of applicable fees, Preciser will provide you with access to the Services during the Subscription Term, which may include the following products and services as specified in your Order Form:
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‍CAPTURE SERVICES:
- InstaStats: AI-powered conversion of game footage into stats and clips (after game and live stats)

‍ANALYZE SERVICES:
- Preciser DMS: Comprehensive data management system for sports analytics
- Advanced Search: Smart filtering system to quickly find stats and video clips across all data
- ScoutVision: Tools for building customized scouting reports
- InsightPro: AI-driven insights including keys to the game, team insights, and player insights

‍MONETIZE SERVICES:
- Preciser StatZone: Subscription-based platform providing comprehensive statistics, news, and betting predictions for sports fans
- Preciser Connect: Fan engagement platform with QR code integration for games, content unlocking, and real-time challenges to boost fan interaction and loyalty, including stadium management features and live app capabilities
- Preciser APIs + Widgets: Live stats feeds and customizable widgets for websites, apps, fantasy platforms, streaming, and stadium displays
- Preciser Broadcast Feed: JSON data feeds to third-party providers for television broadcast graphics and overlays
- Preciser Fantasy: Fantasy sports platform and tools

‍ADDITIONAL SERVICES:
- Dedicated Account Management: Assignment of a dedicated Preciser employee as your account manager
- Onboarding Support: Guided onboarding process and initial platform setup
- Product Walkthrough: Interactive platform demonstration and training session
- Ongoing Support: Weekly check-ins and routine system monitoring

2.2 Service Levels
Preciser will use commercially reasonable efforts to make the Services available 24/7, except for planned maintenance windows and circumstances beyond our reasonable control. We will provide advance notice of planned maintenance whenever possible.

2.3 Updates and Modifications
Preciser may update, modify, or discontinue features of the Services with thirty (30) days' prior notice, provided such changes do not materially reduce the core functionality described in your Order Form.

2.4 Customer Responsibilities
You are responsible for:
- Providing accurate and complete information necessary for Service provision
- Maintaining the confidentiality of User access credentials
- Your Users' compliance with this Agreement
- Timely payment of all fees
- Reasonable cooperation with Preciser in Service delivery

2.5 Acceptable Use
You agree to use the Services only for lawful purposes and in accordance with this Agreement. You will not:
- Use the Services to violate any applicable laws or regulations
- Attempt to gain unauthorized access to our systems or networks
- Interfere with or disrupt the Services
- Use the Services to transmit harmful, defamatory, or offensive content
- Reverse engineer, decompile, or attempt to extract source code from our Services

3.1 Subscription Period
Your initial Subscription Term begins on the Services Start Date specified in the Order Form and continues for the duration specified therein.

3.2 Renewal
This Agreement will not automatically renew unless specified otherwise in your Order Form. Renewal may occur only if:
- You accept a renewal proposal via email prior to expiration, or
- Both parties execute a new Order Form before the current term expires.

3.3 Billing Method
Billing method will be as specified in your Order Form. For customers with automatic billing enabled:
Preciser will automatically debit your bank account on file with Preciser via ACH. Your first charge will occur on or after the date specified in your Order Form in the amount stated therein. Subsequent charges will occur according to your subscription schedule. If your subscription has recurring monthly charges, those will be initiated by Preciser on the first day of the month.
For customers without automatic billing, renewal requires explicit agreement as described in Section 3.2 above.

3.4 Suspension for Non-Payment
Preciser may suspend your access to the Services if your account is past due. We will provide reasonable notice before suspension, except in cases where immediate suspension is necessary to protect our systems or other customers.

4.1 Subscription Fees
You agree to pay all fees specified in the Order Form according to the payment terms stated therein. The contract fee represents the full amount payable and must be received in full. Any associated remittance or bank charges shall be the sole responsibility of the Customer.

4.2 Payment Terms
‍Unless otherwise specified, fees are due within fifteen (15) days of invoice date. Late payments may incur a service charge of 1.5% per month.

4.3 Taxes
Fees are exclusive of all applicable taxes, duties, and governmental charges, which you are responsible for paying.

4.4 Fee Changes
Preciser may modify fees for subsequent renewal terms with at least sixty (60) days' written notice.

4.5 Disputed Charges
You must notify us in writing of any disputed charges within sixty (60) days of the invoice date. Failure to notify us within this period constitutes acceptance of the charges.

4.6 Collection Costs
In the event of non-payment, you agree to reimburse Preciser for all costs and fees incurred to collect unpaid amounts, including reasonable attorneys' fees.

5.1 Customer Data Ownership
You retain all rights to Customer Data. You grant Preciser a limited license to use Customer Data solely to provide the Services.

5.2 Data Security
Preciser implements industry-standard security measures to protect Customer Data, including encryption, access controls, and regular security assessments. However, we cannot guarantee absolute security.

5.3 Data Processing and Use
Preciser may process Customer Data to:Provide and maintain the ServicesImprove platform functionality and performanceGenerate anonymized analytics insightsComply with legal obligations

5.4 Data Backup and Recovery
Preciser maintains regular backups of Customer Data but recommends that you maintain your own backups as well.

5.5 Data Return and Deletion
Upon termination, Preciser will provide you with access to retrieve your Customer Data for a period of thirty (30) days. After this period, Customer Data may be deleted unless legally required to be retained.

6.1 Confidential Information
Both parties agree to maintain confidentiality of non-public information received from the other party. Customer Data and your business information are considered your Confidential Information.

6.2 Protection Obligations
Each party will:Use Confidential Information only for purposes of this AgreementProtect Confidential Information with the same degree of care used for its own confidential informationNot disclose Confidential Information to third parties without written consent

6.3 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly known through no breach of this Agreement
- Is independently developed without use of Confidential Information
- Is rightfully received from a third party without confidentiality restrictions
- Must be disclosed by law or court order

6.4 Duration
Confidentiality obligations survive termination for five (5) years.

7.1 Preciser IP
Any intellectual property including but not limited to software, APIs, data processing methods, analytics models, and system architecture created or developed by Preciser in the course of performing the Services shall remain the sole and exclusive property of Preciser. Preciser retains the right to commercialize and distribute its platform, including API access, to individual teams (the Customers) within the league, as permitted by the league. The league's authorization grants Preciser the right to offer and sell such access directly to its member teams.

7.2 License Grant
Preciser grants you a non-exclusive, non-transferable license to use the Services during the Subscription Term solely for your internal business purposes.

7.3 Customer IP
You retain ownership of your pre-existing intellectual property and any Customer Data. Nothing in this Agreement transfers ownership of your intellectual property to Preciser.

7.4 Feedback
If you provide feedback, suggestions, or recommendations about our Services, Preciser may use such feedback without obligation to you.

7.5 Third-Party IP
Preciser will defend you against claims that the Services infringe third-party intellectual property rights, subject to the indemnification provisions below.

8.1 Mutual Warranties
Each party represents and warrants that:
- It has full authority to enter into this Agreement
- The Agreement has been duly executed and is legally binding
- Its performance will not violate any other agreement or obligation
- It has obtained all necessary consents and authorizations

8.2 Service Warranties
Preciser warrants that:
- The Services will be performed professionally and in accordance with industry standards
- The Services will materially comply with the Documentation
- We have the necessary skills, experience, and resources to perform the Services

8.3 Customer Warranties
You warrant that:
- All information provided to Preciser is accurate and complete
- You have the right to provide Customer Data to Preciser
- Your use of the Services will comply with applicable laws

8.4 DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.1 Liability Cap
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

9.3 Exceptions
The liability limitations do not apply to:
- Either party's indemnification obligations
- Breaches of confidentiality
- Gross negligence or willful misconduct
- Violations of intellectual property rights

10.1 Preciser Indemnification
Preciser will indemnify, defend, and hold harmless Customer against third-party claims alleging that the Services infringe valid intellectual property rights, subject to Customer's prompt notification and cooperation.

10.2 Customer Indemnification
Customer will indemnify, defend, and hold harmless Preciser against claims arising from:
- Customer's use of the Services in violation of this Agreement
- Customer Data or content provided by Customer
- Customer's violation of applicable laws
- Third-party claims related to Customer's business operations

10.3 Indemnification Process
The indemnified party must provide prompt written notice of any claim and reasonable cooperation in the defense. The indemnifying party will have sole control of the defense and settlement, subject to the indemnified party's consent for settlements affecting its rights.

11.1 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

11.2 Termination for Convenience
Either party may terminate this Agreement without cause by providing ninety (90) days' written notice.

11.3 Effect of Termination
Upon termination:
- Your access to the Services will cease immediately
- Each party will return or destroy Confidential Information
- Accrued payment obligations remain due
- You may retrieve Customer Data for thirty (30) days

11.4 Survival
The following sections survive termination: Fees and Payment, Confidentiality, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

12.1 Informal Resolution
Before initiating formal proceedings, the parties will attempt to resolve disputes through good faith negotiations for thirty (30) days.

12.2 Mediation
If informal resolution fails, disputes will be resolved through mediation administered by a mutually agreed mediator.

12.3 Governing Law
This Agreement is governed by Delaware law, without regard to conflict of laws principles.

12.4 Jurisdiction
Any legal proceedings will be conducted in the state or federal courts located in Delaware, and each party consents to the exclusive jurisdiction of such courts.

13.1 Entire Agreement
This Agreement, together with the Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

13.2 Amendment
This Agreement may only be modified by written agreement signed by both parties or through Preciser's standard amendment process with appropriate notice.

13.3 Assignment
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.

13.4 Severability
If any provision is found unenforceable, the remainder of the Agreement will remain in effect, and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the original intent.

13.5 Force Majeure
Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, including acts of God, government actions, labor disputes, or network failures.13.6 Independent ContractorsThe parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship.13.7 NoticesAll notices must be in writing and delivered to the addresses specified in the Order Form via email (with confirmation) or certified mail.13.8 Non-SolicitationDuring the term of this Agreement and for one (1) year thereafter, neither party will directly solicit for employment any employee of the other party who has been involved in the performance of this Agreement.13.9 Export ComplianceThe Services may be subject to export control laws. Each party will comply with all applicable export control regulations.

13.10 Publicity
Neither party may use the other's name, logo, or trademarks in marketing materials without prior written consent, except that Preciser may identify Customer as a customer in customer lists.

13.11 Confidentiality of Agreement Terms
Both parties agree to hold the terms of this Agreement in confidence and will not disclose them without the other party's prior written consent, except as required by law.

13.12 Compliance with Laws
Each party will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

13.13 Third-Party Beneficiaries
This Agreement is solely for the benefit of the parties and their permitted assigns and does not create rights for any third parties.

13.14 Waiver
No waiver of any provision will be effective unless in writing and signed by the waiving party. No failure to exercise any right will constitute a waiver.

13.15 Counterparts
This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original and all of which together will constitute one agreement.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Preciser, Inc.
support@preciser.io