RAPSODO Product TERMS AND CONDITIONS OF USE

Rapsodo, Inc., a Delaware corporation, and its parent company, affiliates and subsidiaries (collectively referred to herein as “Rapsodo”, “we”, “us” or “our”) offers sports monitors using high speed imaging and radar technology to measure, for example ball flight information including but not limited to speed, spin, spin axis, break, launch angle, distance, trajectory height, strike zone position (together with any tripod or other apparatus manufactured, sold, or licensed by Rapsodo for the purpose of installing, mounting, holding or carrying such sport monitor, the “Hardware”) which are measured, presented and made accessible via Rapsodo’s applications (the “Apps” and, together with the Hardware and all services made available to you through them or your particular Subscription or Membership, collectively the “System”).

These Product Terms and Conditions of Use (as the same are hereafter amended, supplemented or replaced, the “Terms”) govern your access to, and use of, the System, including, without limitation, your data storage allotment. Please read the Terms carefully before using the System as it is a legally binding contract between you and us.

By using the System, (1) you accept these Terms and agree to be legally bound by them; and (2) represent and warrant that you (A) are of legal age to enter into a binding agreement; and (B) if you are entering into these Terms on behalf of an organization, that you have the right, power, and authority to enter into these Terms on behalf of such organization and bind the entity to these Terms. If you do not agree to these Terms, you must not install or use the System.

We may modify these Terms from time to time. Any modifications to these Terms will be effective immediately upon posting of the updated Terms to the App(s) or our website. Your continued use of the System following a notice of updated Terms constitutes your acceptance to be bound by any changes.

YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SYSTEM IF YOU DO NOT AGREE TO THE TERMS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR YOUR ACCEPTANCE OF THE TERMS, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THESE TERMS, AND WE EXPRESSLY EXCLUDE ANY RIGHT, CONCERNING THE SYSTEM THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF OUR SYSTEM.

THESE TERMS INCLUDE A WAIVER OF CLASS ACTION AND AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY, UNLESS PROHIBITED BY LAW OR YOU EXPRESSLY OPT OUT OF ARBITRATION AS DESCRIBED IN THAT SECTION. PLEASE READ THESE TERMS CAREFULLY.

1. OUR TECHNOLOGY:

Rapsodo sports monitors use high speed cameras in conjunction with radar to take pictures and/or video of a ball during or at contact and during flight and uses images and image processing algorithms to deduce certain parameters, such as speed, spin, and launch angle. This data is uploaded to and stored by Rapsodo and may be accessed and viewed via the App(s). The data may include information beyond what is measured including but not limited to geographical position of the user, video of the action (e.g., swing or pitch) and the user, time and other relevant data.

2. LICENSE GRANT.

Subject to and conditioned upon your payment of the fees and compliance with all of these Terms, Rapsodo hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable license, solely by and through your Authorized Users, to download, install, and use the System solely for your personal, non-commercial use. As used herein, as “Authorized User” means an active Registered User.

3. ACCOUNT REGISTRATION.

In order to access or use the System, you may be required to create an account (“Account”) and become a “Registered User” of the System. Each Registered User must have a separate Account. There cannot be more than one (1) Account per person. During the registration process, a user will be required to provide certain information and establish a username and a password. Each user shall provide accurate, current and complete information during the registration process and at other times when using the System and shall update such information to keep it accurate, current and complete. You are responsible for your Registered Users (if any) complying with these Terms.

We reserve the right to withdraw or amend the System and any Account in our sole discretion without notice. Rapsodo reserves the right to suspend or terminate an Account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete or the Registered User violates any of these Terms.

You are responsible solely responsible for safeguarding your Account and the Accounts of your Registered Users (if any), including the usernames and passwords. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Rapsodo of any unauthorized use of your Account.

Some portions of the System are restricted and require authorization for access. Unauthorized use of or access to these areas is prohibited. Actual or attempted unauthorized use of or access to such areas may result in criminal and/or civil prosecution. Attempts to access such areas without authorization may be viewed, monitored and recorded and any information obtained may be given to law enforcement organizations in connection with any investigation or prosecution of possible criminal activity on this system. If you are not an authorized to use, you must not access, or attempt to access, such areas.

4. UPDATES/MODIFICATIONS.

We reserve the right, from time to time as we see fit, to develop and provide updates, upgrades, modifications, bug fixes, patches and other corrections and/or new features of the System, and otherwise make changes to or discontinue the System or any portion thereof, with or without notice (“Updates”) and may need to suspend access to or use of all or part of the System to apply these Updates, without notice or liability. Failure to timely install Updates may cause all or certain features of the System to become inaccessible or ineffective. The Terms will apply to any and all Updates. Nothing in this Section shall imply or be deemed to require that we have an obligation to provide Updates or to continue to provide or enable any particular features or functionality of the System.

5. FEES AND PURCHASE TERMS.

Except as otherwise set form in a Rapsodo order form, you agree to pay all fees or charges to for your access to the System and Account(s) in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide Rapsodo with valid payment information (e.g., credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal account, or other acceptable third-party payment account (e.g., via the Apple Store)) and purchase order information as a condition to signing up for the System. By providing Rapsodo with your payment information, you agree that Rapsodo is authorized to immediately invoice you for all fees and charges due and payable to Rapsodo hereunder and that no additional notice or consent is required. You agree to immediately notify Rapsodo of any change in your billing address or the payment information. Except as otherwise set form in a Rapsodo order form, Rapsodo reserves the right at any time to change its prices and billing methods, either immediately upon posting on or through the System or by e-mail delivery to you. If you do not agree to such changes, you must stop using the System. Except as set forth in these Terms or required by applicable law, all fees are non-refundable.

Rapsodo’s fees do not include any applicable Sales Tax. If any portions of the System, or payments for any goods or services, under these Terms are subject to Sales Tax in any jurisdiction, you will be responsible for payment of such Sales Tax, and any related penalties or interest and will indemnify Rapsodo for any liability or expense Rapsodo may incur in connection with such Sales Taxes. As used herein, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds that Rapsodo is permitted to pass to you that is (a) the functional equivalent of a sales tax and (b) the applicable taxing jurisdiction does not otherwise impose a sales or use tax. Rapsodo may automatically charge and withhold such taxes for orders to be delivered to addresses within any jurisdictions that it deems is required.

6. USE OF THE SYSTEM

You must have a compatible device to use or access portions of the System and/or the App(s). We do not guarantee that the System will be compatible with, or available on, your device. In order to use some aspects of the System, you must have access to a wireless network, and you agree to pay all fees associated with such access. Further, normal messaging, data, and other rates and fees may apply, which you are solely responsible for paying. You must comply with all applicable third-party terms of service when using the App(s).

Only Registered Users may access the System and the App(s). You shall not, and shall not allow your Registered Users (if any) to link to or otherwise provide or allow access to the System, the App(s), or any information contained therein to third parties. Any unauthorized use or abuse by you or your Registered Users may result in the termination of your or your Registered Users’ Account(s) and access to the System and/or the App(s).

Without in any way limiting the other conditions and restrictions of use contained in these Terms, you agree not to (and will not permit any Registered User or anyone else to):

Use the System in any way, including by posting, uploading, publishing, submitting or transmitting any content (including any links thereto), that: (A) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (B) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (C) is fraudulent, false, misleading or deceptive; (D) is defamatory, obscene, pornographic, vulgar or offensive; (E) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (F) is violent or threatening or promotes violence or actions that are threatening to any other person; or (G) promotes illegal or harmful activities or substances;
Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the System or any part thereof;
Use, display, mirror or frame the App(s) display;
Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the System;
Access, tamper with, or use non-public areas of the App(s), Rapsodo’s computer systems, or the technical delivery systems of Rapsodo’s providers;
Attempt to probe, scan, or test the vulnerability of any Rapsodo system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Rapsodo or any third party (including another user) to protect the System or the content stored or displayed thereon;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the System;
Interfere with, or attempt to interfere with, the access of any user, host or network;
Conduct or attempt to conduct any benchmarking or other performance testing of the App(s);
Attempt to gain unauthorized access to any portion of the System, other accounts, computer systems or networks connected to any server or to any of the website through hacking, password mining or any other means;
Obtain or attempt to obtain any materials or information through any means not intentionally made available through the System;
Use data mining, robots, screen scraping or similar data gathering and extraction tools on the System;
Use any metatags or any other “hidden text” utilizing our name, service or trademarks or trade dress without our express written consent;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
Upload, or otherwise make available, files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
Harvest or otherwise collect information about others, including but not limited to e-mail addresses;
Use the System in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
Direct traffic, post links, advertise, or engage in any similar conduct related to other websites, companies, competitors, or services; or
Encourage or enable any other individual to do any of the foregoing.

7. APP STORE TERMS.

You acknowledge and agree that the availability of certain components of our System are dependent on the app store, such as the Apple App Store, Google Chrome Web Store, Google Play marketplace, the Samsung Apps marketplace, Amazon Skills Store or any similar store or marketplace (each, an “App Store”), from which you access and download the App(s). You acknowledge that these Terms are between you and Rapsodo and not with the App Store. In addition to complying with these Terms, with respect to the App(s), you agree to comply with, and your right to use the App(s) is conditioned upon your compliance with, all applicable terms of the relevant App Store (the “App Store Terms of Service”). You also agree to pay all fees (if any) charged by the App Store in connection with the System and/or App(s). You acknowledge that the App Store (and its affiliates and subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce them.

Apple Devices. This Section applies if you access or download our App(s) or other portions of the System from the Apple, Inc. (“Apple”) App Store:

You acknowledge and agree that these Terms are between you and Rapsodo and not with Apple or any other provider of the Apple App Store. Rapsodo and its third-party providers are solely responsible for the App(s) and the content thereof.
Your right to use the App(s) is limited to use on any Apple-branded products that you own or control and as permitted by the Apple App Store Terms of Service.
The Apple App Store provider has no obligation to provide any maintenance and support service with respect to the App(s). Rapsodo is solely responsible for any warranties, whether express or implied by law, to the extent not effectively disclaimed. The Apple App Store provider will have no warranty obligation whatsoever with respect to the App(s), and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Rapsodo.
Rapsodo and/or its third party providers, not Apple, is responsible for addressing any claims you or any third party may have relating to the App(s) or your possession and/or use of the App(s), including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and/or (iv) intellectual property infringement claims.
You represent and warrant that you are not (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted parties.
You must comply with applicable third-party terms of agreement when using the App(s).
Apple and its subsidiaries are third party beneficiaries of these Terms, and, upon your acceptance of these Terms, Apple from will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Android Devices. This Section applies if you access or download our App(s) or other portions of the System for use on an Android-powered mobile device (each an “Android Device”):

You acknowledge that these Terms apply to you and Rapsodo only, and not Google, Inc. (“Google”);
You agree that your use of our App(s) will comply with Google’s then-current App Store Terms of Service;
You acknowledge that Google is only a provider of the App Store where you obtained the App(s) for your Android Device, and that we, and not Google, are solely responsible for our App(s) and the services and content available thereon and Google has no obligation or liability to you with respect to our App(s) or these Terms; and
You acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to our App(s) you obtain for your Android Device.

8. MEMBERSHIP/SUBSCRIPTION.

Use of the Hardware is billed on a subscription basis (“Subscription”), and each purchase of Hardware will have an associated Subscription. You may also select a certain tier of membership for your use of the System and/or App(s) (“Membership”). Fees are billed in advance on a recurring, periodic basis (each, a “Billing Cycle”). Billing Cycles are based on the applicable Subscription and/or Membership selected and may be monthly, annual, or another time basis.

Unless you cancel, your Subscription(s) and Membership will automatically renew at the end of each Billing Cycle and your will be charged for any automatic renewal within the final twenty-four (24) hours of your then-current Subscription(s) or Membership. For App Store purchases, your payment will be charged to your App Store account, if available.

If you have a free Membership through the App Store and then purchase a paid Membership, your free trial will automatically end upon purchase of the paid Membership. However, if you have a free trial obtained through our website and later purchase a paid Membership via our website, the

term of your paid Membership will start after your free trial ends. If you have used any free trial of the System and elect to purchase a Membership, your free trial period will be added to your initial Membership period.

You may be notified when your data storage has reached your subscribed limit. Unless otherwise stated, you will be required to pay for additional storage or to permanently delete certain existing content stored by Rapsodo once your data storage limits are reached. Failure to pay for additional data allotment or to remove existing media may result in certain services or functions being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that service.

If you cancel your Subscription(s) or change Membership levels, you will lose access to any functionality, features, or content that requires such Subscription(s) or specific Membership level at the end of your current Billing Cycle. Payments are non-refundable and there are no refunds or credits for partially used Subscription or Membership periods.

Lifetime Memberships. “Lifetime Memberships” are Memberships for a period starting on the day the payment is received by Rapsodo and expiring upon the earlier of the termination of these Terms or when the relevant App or Hardware is discontinued. Certain services are not included in Lifetime Memberships, but may be purchased for an additional fee. For the avoidance of doubt, Lifetime Memberships are non-assignable and non-transferable.

9. CONTENT.

Rapsodo Content. All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in, to and on the System belong to Rapsodo or its licensors. Rapsodo retains all right, title, and interest in and to the System and any service made available to you in connection therewith, including without limitation all software used to provide such services and all logos and trademarks reproduced through such services, and you are not granted any intellectual property rights in such services, the System or any of its components.

During your Membership period, you may use the App(s) to access the data and content generated by, or contained within, the System pursuant to the Terms (collectively, the “Rapsodo Content”).

You acknowledge and agree that the Rapsodo Content contains proprietary and confidential information that is protected by applicable intellectual property and other laws. We hereby grant you a limited, revocable, personal, non-transferable, non-sublicensable, and non-exclusive right during your Membership period to access and use, and allow your Authorized Users to access and use, the Rapsodo Content solely for your personal, non-commercial use in accordance with these Terms. You may not use the System to sell a product or service, increase traffic to your or any third-party website for commercial reasons, such as advertising sales, or otherwise undertake any endeavor aimed at deriving revenue. You may only use the System for legally permitted purposes. We make no representations or warranties as to the accuracy, reliability, completeness or timeliness of any content available through the System, including any Rapsodo Content, and we make no commitment to update such content.

User Content. Use of the System by you or your Registered Users, may create content (the “User Content”). You retain sole responsibility for all User Content, and you represent and warrant that you are the sole or complete owner of all User Content, including any data, information or content therein, or otherwise have the right to grant the rights and licenses set forth herein. When you provide User Content to Rapsodo through the System, you grant Rapsodo and its successors and assigns a non-exclusive, irrevocable (except as mandated by applicable law), royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the App(s) are available), sell, commercialize, create derivative works of, and otherwise exploit such User Content, to the maximum extent permitted by applicable law. You acknowledge and agree that: (a) we have the right to arrange the posting of User Content in any way we desire; (b) we have no obligation to provide you with any credit when using your User Content; and (c) you are not entitled to any compensation or other payment from us in connection with the use of your User Content. We reserve the right to monitor, remove or modify User Content for any reason and at any time, including User Content that we believe violates these Terms.

Upon termination of your Membership, Rapsodo may continue to store your User Content, but you will not be able to access it. If you re-join within ninety (90) days after the date of termination, Rapsodo will use commercially reasonable efforts to restore your historical User Content to your Account (subject to available data storage limit / Membership level). We may also retain User Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law.

Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Rapsodo (“Feedback”) is at your own risk and that Rapsodo has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Rapsodo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, maintenance and improvement of our System.

10. ACCOUNT MONITORING.

We reserve the right, but not the obligation, to monitor your Account and/or use of the System. We may change, suspend, or discontinue your access to the System or any parts thereof at any time, with or without notice, if we, in our sole discretion, determine that: (A) you or any of your Registered Users are or have been in violation of these Terms, including commercial use without our authorization, (B) in response to requests by law enforcement or other government agencies, or by court order, (C) upon discontinuance or material modification of the System, or any part thereof, or (D) due to incurable defects in the System. In addition, we may (but are not required) to deactivate and/or delete an Account if no activity occurs for any period of time over three months.

11. SMS/Texting Program.

Rapsodo offers SMS and text messages for marketing, transactional, and informational purposes. You may opt in to receive SMS and text messages from us. By providing such opt in, you agree to receive recurring SMS and text messages from and on behalf of us through your wireless provider to the mobile number you provided. You must be the authorized user of the mobile number provided. Such SMS and text messages may be sent using an automatic telephone dialing system or other technology. Transactional-related and informational messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders). You are not required to provide such opt in as a condition of purchasing any property, goods, or services from us. Message and data rates may apply. Message frequency varies. Carriers are not liable for delayed or undelivered messages. You can opt out of receiving text message at any time by texting “STOP”. You may receive a one-time opt-out confirmation text message. You can text “HELP” for additional information. To submit a request to opt-out, you can also contact us at https://rapsodo.com/pages/contact-us. Your participation is subject to the Rapsodo Privacy Policy. Rapsodo may modify these terms at any time.

12. DATA AND PRIVACY POLICY.

Usage Data. You use of the System generates certain usage data (“Usage Data”). For example, we collect multiple points of pitch data (such as pitch velocity, spin rate and tilt axis) and analyze and present that data in multiple ways, including strike-zone analysis, horizontal and vertical break and 3D trajectory. Depending upon the sports monitor used, we will collect other similar types of data. This data is linked to your Account and made available for review in the App(s) during your Membership period.

We primarily use Usage Data for statistical purposes on an aggregated and de-identified basis. There are certain circumstances, however, where we use personal data, as described more below. Additionally, Rapsodo may use your Usage Data, in perpetuity, for research and System development purposes.

Personal Data. In connection with your use of the System, we will collect certain personal data. For example, when you install the App(s), you may be asked to allow access to your device’s location data. If you grant such permission, we may collect information about your location and may use that information to customize the System with location-based information and features. Your privacy is very important to us. For more information, please review the Rapsodo Privacy Policy (which can be found at http://rapsodo.com/privacy-policy/, and is incorporated herein, in its entirety, by this reference). This document discusses how we collect, protect, use and disclose your personal data.

UPON TERMINATION OF YOUR SUBSCRIPTION OR MEMBERSHIP, RAPSODO SHALL HAVE NO FURTHER OBLIGATION TO STORE, OR MAKE AVAILABLE TO YOU, YOUR USAGE DATA OR PERSONAL DATA GATHERED BY RAPSODO IN CONNECTION WITH YOUR SUBSCRIPTION OR MEMBERSHIP, EXCEPT TO EXTENT REQUIRED BY APPLICABLE LAW.

Data Security. You acknowledge and agree that the internet, and communications over it, may not be absolutely secure and that connecting to it provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. Data transmitted through the internet or stored on any equipment through which data is transmitted may not remain confidential. All Rapsodo facilities used to store and process any customer data will adhere to reasonable security standards. Notwithstanding the foregoing, except as expressly set forth herein, Rapsodo does not make any representation or warranty regarding privacy, security, authenticity, or non-corruption or destruction of any such data.

13. WARRANTIES.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, RAPSODO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, INCLUDING IN AS IT RELATES TO THE SYSTEM, THE RAPSODO CONTENT, AND THE APPS. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW THE SYSTEM AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS AND AT YOUR OWN RISK.

Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the System or Rapsodo Content. To the maximum extent permitted by applicable law, we do not warrant that (A) the System will meet your requirements, (B) the operation of the System will be uninterrupted, timely, virus- or error-free or free from other harmful elements, or (C) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty or obligations of Rapsodo. No advice or information, whether oral or written, obtained through the System, or our support of the System, will create any warranty not expressly made herein. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to content; User Content, in particular, is provided by and is solely the responsibility of the user(s) providing that User Content. You therefore expressly acknowledge and agree that use of the System is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

14. RETURN POLICY.

If your delivery is incomplete or damaged in transportation, please contact without delay our customer service support@rapsodo.com or call 844.772.7763 (Toll Free Number USA) for assistance. Make sure that the merchandise is in its original packaging and returned in a shipping box. Once your return is received and processed, you will receive an email confirming your order has been successfully refunded. Returns or replacements of parts and/or products may be subject to shipping, handling, replacement and/or restocking fees.

We only accept returns consistent with our return policy available at https://rapsodo.com/pages/rapsodo-return-policy (the “Return Policy”).

If you have purchased Hardware for your own private use as a consumer and want to exercise your right to cancel the contract and return the Hardware please review our Return Policy for terms, conditions, and limitations of any return.

15. RELEASE AND INDEMNIFICATION.

Release. To the extent permitted by applicable law, you hereby release Rapsodo and its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively, the “Rapsodo Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your use or reliance on the System for any purpose pursuant to the disclaimers of these Terms. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another state with a similar law, you hereby make a similar waiver.

Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold the Rapsodo Parties harmless from any and all loss, damage, or expense (including legal fees reasonably incurred in the defense of any claim) attributable to or arising out of: (A) your User Content; (B) your use of the System; (C) your athletic activities in connection with the System; (D) your connection to the App(s) or the System; (E) your actual or alleged violation of these Terms; (F) your use or misuse of Hardware; (G) any violation of the rights of any other person or entity by you, including your infringement or violation of any intellectual property, proprietary, or privacy rights of any third party; (H) any location data which may be shared by you through the System; or (I) injury to person or property arising from acts of negligence, bad faith, willful misconduct or reckless disregard by you. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.

16. LIMITATION OF LIABILITY.

To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, its own negligence) shall any the Rapsodo Party be liable to you or any third party for: (A) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (B) loss of profits, revenue, data, use, goodwill, or other intangible losses; (C) damages relating to your access to, use of, or inability to access or use the System; or (D) damages relating to any conduct or content of any third party or athlete using the System, IN EACH CASE whether arising in contract, tort (including negligence) or otherwise, even if we are aware of the possibility of such loss or damages. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Rapsodo has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose.

To the maximum extent permitted by applicable law, the total, cumulative liability of Rapsodo, for ANY claim under these Terms, including for any implied warranties not expressly disclaimed herein (or for which such disclaimer may be ineffective), is limited to the greater of One Hundred Dollars ($100.00) or the amount you have actually paid to Rapsodo for the Hardware and use of the System over the prior twelve (12) months from the date of the claim. The existence of multiple claims does not modify or enlarge the limit, to the fullest extent permitted by applicable law.

To the extent permitted by applicable law, you acknowledge and agree that we offer the System and set the price(s) therefor in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in these Terms. To the extent permitted by applicable law, you also acknowledge and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and us and that these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and us. We would not be able to provide the System to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.

If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

EXCEPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND RAPSODO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. GOVERNING LAW, WAIVER OF CLASS ACTION AND DISPUTE RESOLUTION.

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and controlling U.S. federal law as applicable, without regard to its conflict of law principles.

Waiver of Class Action. To the maximum extent permitted by applicable law, you and Rapsodo agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

Dispute Resolution. If a dispute arises from or relates to these Terms or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Claims for a matter in controversy of less than or equal to $5,000 shall be heard by a single arbitrator. Claims for a matter in controversy of greater than $5,000 shall be heard by a panel of three arbitrators. Within fifteen (15) days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. In all cases, the place of arbitration shall be remote from Wilmington, Delaware unless the parties agree to an alternative location. The arbitration shall be governed by the laws of the State of Delaware. Depositions shall be limited to a maximum of 1 per party and shall be held within 30 days of the making of a request and shall be held telephonically. Additional depositions may be scheduled only with the permission of the arbitrator(s), and for good cause shown. Each deposition shall be limited to a maximum of 4 hours duration. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Time is of the essence for any arbitration under these Terms and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The standard provisions of the Commercial Rules shall apply. Arbitrator(s) will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so or as otherwise provided herein. The award of the arbitrator(s)shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine a witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

If you are an individual, you also acknowledge and understand that, UNLESS YOU PROVIDE US NOTICE PURSUANT TO SECTION 18 THAT YOU ARE OPTING OUT OF THESE PROVISIONS WITHIN THIRTY (30) DAYS AFTER FIRST ORDERING OR USING THE SYSTEM, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND ANY CLAIMS BETWEEN YOU AND RAPSODO. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO ANY DISPUTE WITH US ARISING OUT OF OR RELATING TO YOUR USE OF THE SYSTEM:

YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

If this arbitration provision is found (in a final, non-appealable order) by a court of competent jurisdiction to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Wilmington, Delaware, and you and we hereby submit to the personal jurisdiction and venue of these courts.

This agreement to arbitrate will not preclude you or Rapsodo from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Rapsodo from: (A) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary; or (B) seeking relief in any state or federal court for disputes related to a violation or possible violation of Rapsodo’s intellectual property rights.

18. REPORT ABUSE.

If you have any reason to believe that content on the System violates any law, that any user of the System is using System services to violate the law, or that any user is violating the Terms or Privacy Policy you agree to promptly inform us in writing about the facts and circumstances of the alleged abuse/violations by writing to the address at the bottom of these Terms. We may, but are not obligated, to conduct an investigation into the allegations. We reserve the right to remove accounts, content, or postings that we, in our sole discretion, believe are offensive, illegal, or otherwise inappropriate.

19. OTHER MISCELLANEOUS TERMS.

Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the System.

Entire Agreement. The Terms, together with any Rapsodo order form, and all other documents that are incorporated by reference herein, constitute the entire agreement between you and us with respect to your use of the System.

Waiver/Severability. Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Assignment. You may not assign, delegate, or otherwise transfer your Subscription, Membership, or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the System.

Compliance with Laws. You agree to comply with all applicable governmental laws, ordinances, rules, and regulations related to the retention of records. Under no circumstances will we be liable to you for your failure to retain necessary records, nor will our (non-)retention of records act to alleviate your duty under the law.

Third-Party Beneficiaries. Except as expressly provided herein, nothing in these Terms is intended to confer upon any third-party any rights, remedies, obligations, or liabilities.

Recovery of Attorney Fees. If we must enforce these Terms or prevail in any action, suit, or proceeding arising from or based upon the Terms, we shall be entitled to recover our reasonable attorneys’ fees in connection therewith in addition to court costs and other fees and disbursement incurred in such action, suit, or proceeding.

Conflict with Law. These Terms are enforceable to the maximum extent allowable by applicable law, and with the respect to the Apps, the maximum extent allowable pursuant to the terms and conditions imposed on us as an App developer.

Headings/Interpretation. The headings in these Terms are for convenience only. The heading of any section shall not affect the interpretation of any provision of the rights or obligations of the parties.

Force Majeure. Rapsodo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, telecommunications, or utilities.

Notice. Our notice to you via email, regular mail (in either instance at the last address provided for your Account), or notices or links displayed in connection with the App(s) constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the App(s), then it will be considered received twenty-four hours after it is first displayed.

You may notify us using the following contact information:

Rapsodo Inc.

400 S Woods Mill Rd., Suite 150

Chesterfield, MO 63017

Last Updated: January 13, 2026