Master Subscription

MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is made on the Effective Date by and between:

Company Name, a company incorporated under the laws of Country with address at Address (“Company”)as described in the Service Annex; and

Sport AI AS, a company incorporated under the laws of Norway, with registration number 932 754 843, whose registered address is Spaces Aker Brygge, Fjordalléen 16, NO-0250 Oslo, Norway (“SportAI”);.

SportAI and Company are individually referred to herein as a “Party” and collectively as the “Parties.” 

WHEREAS Company is the owner and/or operator of a booking system for racket sports venues and SportAI is the provider of sports technique analysis solutions; and

WHEREAS SportAI desires to provide to Company, and Company desires to acquire from SportAI, the services described in the appendices hereto;

NOW, THEREFORE, in consideration of their mutual promises, the Parties mutually agree as follows:

1. DEFINITIONS

2.1 Within the Territory and during the Term of the Agreement, SportAI will provide the Service(s) to Company as set forth in this Agreement including the relevant Service Annex(es), subject to Company fulfilling its obligations hereunder. 

2.2 The Services to be provided by SportAI shall be those described in the Service Annex(es) attached to this Agreement as of the Effective Date and any added in writing after the Effective Date pursuant to an addendum executed by authorized representatives of both Parties. 

2.3 Each Party will allocate resources for account relationship management, including establishing a steering group that is appropriately staffed.

3.1 Via its standard partner marketing program, SportAI will provide Company with such mutually agreeable assistance as Company may request with Company’s go-to-market strategies related to the Services. SportAI’s program includes support for creative design, promotions, and analytics of co-marketing campaigns. In addition, the Parties shall carry out various promotional activities as set forth in the relevant Service Annex(es) and may discuss and agree on additional joint marketing efforts on a case-by-case basis. Each Party shall bear its own marketing costs.

3.2 Company owns and retains sole and exclusive right, title and interest to Company’s trademarks and logos (“Company Marks”) provided by Company to SportAI. Company, however, grants to SportAI a limited, non-exclusive, royalty-free license to display the Company Marks solely as expressly permitted in this Agreement and described in the relevant Service Annex. Use of the Company Marks shall be subject to Company’s prior review and approval. SportAI acknowledges that it shall acquire no proprietary rights whatsoever in and to the Company Marks, which shall remain Company’s sole and exclusive property for its unlimited exploitation and all use and acquired goodwill shall inure to Company’s sole benefit.

3.3 Company is hereby granted a revocable, non-sublicensable, non-exclusive license to use the SportAI trademarks identified in the relevant Service Annex (“SportAI Marks”) solely in connection with the marketing and promotional activities described in such Service Annex and this Agreement. Company's use of the SportAI Marks shall be subject to SportAI’s trademark guidelines.  Company acknowledges that it shall acquire no proprietary rights whatsoever in and to the SportAI Marks, which shall remain SportAI’s sole and exclusive property for its unlimited exploitation and all use and acquired goodwill shall inure to SportAI’s sole benefit.

3.4 Upon a Party’s reasonable request, the other Party shall provide images, logos, and marketing materials for use in public relations (e.g., joint press releases). For the avoidance of doubt, SportAI shall be entitled to make public that Company is a customer of SportAI.

4.1 Company shall pay to SportAI the fees described in such Service Annex and payments shall be made via electronic transfer within thirty (30) days of issuance of SportAI’s invoices to the bank account specified in such invoice. SportAI will send its invoices to the billing email address specified in the relevant Service Annex.

4.2 If required, pursuant to relevant applicable law (including any double taxation convention entered into by the Parties’ governments), Company shall deduct withholding tax from the fees payable to SportAI. If withholding tax is so deducted, Company shall: (i) pay the fees net of the required withholding tax; (ii) supply SportAI with evidence to its reasonable satisfaction that Company has accounted to the relevant tax authority for the sum deducted; and (iii) provide all such additional assistance as may be reasonably requested by SportAI in recovering the amount withheld. Other than any withholding tax deducted pursuant to the foregoing, all fees under this Agreement are exclusive of customs, sales taxes, duties, VAT or excises in any form (other than taxes on a Party’s income), all of which shall be borne by Company.

4.3 Any payments that are more than thirty (30) days overdue may be subject to a late charge equal to one point five per cent (1.5%) per month or, if less, the maximum amount allowed by applicable law, on the overdue balance.

4.4 The Supplier shall be entitled to increase the Service Subscription Fees to reflect changes in the costs of maintaining and developing the Software upon prior notice to the Customer and shall be deemed to have been amended accordingly.

5.1 Each Party represents and warrants that it has, and will retain during the Term hereof, all right, title and authority to enter into this Agreement, and to perform all of its obligations under this Agreement.

5.2 SportAI warrants that, during the Term, the Services it provides pursuant to the Agreement will be provided in a good and workmanlike manner with at least the same degree of skill and competence normally practiced by professionals providing the same or similar services. If SportAI fails to provide the Services as warranted and Company reports this failure to SportAI within twenty (20) days of provision of the affected Services, SportAI will, at its expense, either re-perform or rectify the Services or, if SportAI determines that it cannot provide the Services as warranted, either Party may terminate the affected Services, and SportAI will refund to the Company any fees paid in advance for the Services from the effective date of the termination to end of the prepaid period. The foregoing is Company’s and End User’s sole and exclusive remedy and SportAI’s entire liability for breach of this service warranty and for any defect or error in any Services. Company shall not purport to make any warranties or representations on behalf of SportAI.

5.3 Except as set forth in Section 5.2, the Services are provided on an “as-is” basis. To the maximum extent permitted by law, SportAI and its suppliers disclaim all warranties regarding the Services provided hereunder, either express or implied, statutory or otherwise, including without limitation warranties of functionality, merchantability, non-infringement, or fitness for a particular purpose or use regardless of whether such purpose or use has been communicated to SportAI or not.

6.1 Subject to Section 9 of the Agreement, SportAI will settle and/or defend at its own expense and indemnify Company against any cost, loss or damage arising out of any claim, demand, suit or action (“Action”) brought against Company by a third party to the extent that such Action is based on a claim that the Services infringe upon any Intellectual Property Rights of any third party;  provided that: (i) Company promptly informs SportAI in writing of any such Action, and (ii) SportAI is given control over the defence and/or settlement and Company co-operates in the defence and/or settlement. SportAI agrees that in negotiating any settlement pursuant to this Section, it shall act reasonably and shall consult with the Company before agreeing to any settlement.

6.2 If an Action is brought or SportAI believes one may be brought, SportAI shall have the option at its expense to: (i) modify the Services to avoid the allegation of infringement or (ii) obtain a license at no cost to the Company to continue in accordance with this Agreement or (iii) if neither of the previous options are commercially feasible, either Party may terminate this Agreement immediately upon notice to the other Party.

6.3 SportAI shall have no responsibility for, or duty to defend and/or indemnify Company against, claims arising from: (i) modifications of the Services by Company or any third party which have not been authorized by SportAI in writing; (ii) combination or use of the Services with Company or third party hardware or software not supplied by SportAI if such claim would not have arisen but for such combinations or use; (iii) SportAI’s modification of the Services in compliance with written specifications provided by Company if such infringement is due to Company’s specifications; (iv) Company’s failure to fulfil its obligations with regards to the Service as set forth in this Agreement including the relevant Service Annex; or (v) use of the Services outside the scope of the rights granted to Company in this Agreement.

7.1 Neither Party shall disclose the other Party’s Confidential Information to any third party or use Confidential Information for any purpose other than for the proper fulfilment of its rights or obligations under this Agreement. Each Party undertakes to safeguard the Confidential Information of the other Party with the same degree of care as it would apply to its own Confidential Information and, in any case, with no less than reasonable care. Such obligations will survive the expiration of this Agreement for a period of five (5) years, except that if any Confidential Information constitutes trade secrets under any applicable law, the confidentiality and non-use obligations with respect to such information will remain in effect until such time as such information no longer constitutes trade secrets under the applicable law.

7.2 If a Receiving Party is requested or required, pursuant to a legal or administrative process, to disclose any Confidential Information supplied by the Disclosing Party, the Receiving Party will, to the extent permitted by law, use reasonable efforts to promptly notify the Disclosing Party so that the Disclosing Party may seek an appropriate protective order and/or other available remedies to prevent or limit disclosure. If in the absence of a protective order or receipt of a waiver hereunder, and in the judgment of its counsel, the Receiving Party is compelled to disclose Disclosing Party’s Confidential Information, the Receiving Party shall use reasonable efforts, to the extent allowed by law, to inform the Disclosing Party as far as practicable in advance of such disclosure.

8.1 The Agreement shall commence on the Effective Date and continue for an initial term stated in the Service Annex (“Initial Term”), unless terminated earlier as provided in this Section 8. The Agreement shall automatically renew for consecutive one (1) year periods (“Additional Term(s)”) unless written notice of non-renewal is given to the other Party no later than ninety (90) days prior to the expiration of the Initial Term or then current Additional Term. The Initial Term and any Additional Terms shall constitute the “Term” of this Agreement. 

8.2 This Agreement as a whole, or separately any Service Annex, may be terminated by either Party prior to the end of the Term if the other Party is in material breach of any term or condition of this Agreement and such breach is not remedied for a period of thirty (30) days after the Party in breach has been notified in writing of such breach by the other Party.  

8.3 This Agreement terminates automatically, with no further act or action of either Party, if a receiver is appointed for a Party or its property, a Party makes an assignment for the benefit of its creditors, goes bankrupt or is liquidated or dissolved.

• Each Party shall return to the other Party or destroy (if so authorized in writing by the other Party) any Confidential Information in the Party’s possession or control, and cause an officer of Company to certify in writing to the other Party that it has done so; 

• Each Party shall forthwith cease all use (if any) of the other Party’s trademarks hereunder; and

• SportAI’s rights to be paid and Company’s obligations to pay all amounts due hereunder, as well as Sections 4, 7, 8.4, 9, and 10 shall survive termination of this Agreement.

9.1 Neither Party shall be liable to the other Party in contract, tort or otherwise, whatever the cause, for any loss of profit, business or goodwill or any indirect, incidental or consequential costs, damages or expenses of any kind, except for such loss attributable to breach of confidentiality

9.2 In no event will either Party’s total cumulative liability for all claims arising out of or related to this Agreement exceed the total amount of fees paid under this Agreement during the twelve (12) months immediately preceding such claim, except for liability for claims arising out of: (i) either Party's breach of its confidentiality obligations under Section 7 above; (ii) a Party’s willful misconduct or fraud; (iii) Company’s infringement of any Intellectual Property Rights of SportAI or its suppliers; (iv) Company’ payment obligations hereunder; and (v) liabilities that cannot be limited by law. The Parties agree that this Section 9 reflects a reasonable allocation of risk and that each Party would not enter into this Agreement without these limitations on liability.

10.1 Intellectual Property Rights. Except as otherwise specified herein, nothing in this Agreement shall be deemed or construed as an assignment by a Party of any of its Intellectual Property Rights to the other Party.

Ownership of Services and Intellectual Property

SportAI and its suppliers shall retain all rights, titles, and interests in and to the Services, documentation, software, and all Intellectual Property Rights embodied therein, including any custom developments, modifications, and derivative works by whomever produced. Specifically, SportAI retains ownership of all machine learning algorithms, proprietary methods, protocols (including, but not limited to, the weighting of different factors), and other related technology used in the provision of the Services, unless otherwise specified.

Client Data Ownership

The Company retains full ownership of all data, including any audiovisual recordings or other data it submits, uploads, or runs through the Services, including any data processed by the machine learning algorithms. The Company grants SportAI a limited, non-exclusive right to process this data solely to deliver the Services, as expressly set forth in this Agreement. SportAI will not use the Company’s data for any other purpose without prior written consent from the Company.

Custom Developments and Modifications

In the event, that the Company requests any custom developments, modifications, or derivative works based on the Services, documentation, or SportAI software, and such developments or modifications incorporate protocols or intellectual property belonging to the Company (and the Company has declared such ownership of the protocols to SportAI), the Company shall retain ownership of those particular protocols or elements contributed by the Company, subject to any separate licensing arrangements made in writing between the Parties. However, any new developments, modifications, or derivative works resulting from the application of SportAI's proprietary algorithms or methods shall be owned by SportAI, and the Company shall have no claim to ownership in the algorithms themselves or any of SportAI’s proprietary technology.

Outcome of Queries and License to Use

The outcome of any given query processed through SportAI’s machine learning algorithms, including any generated insights, predictions, or analysis, is owned by SportAI. However, the Company is granted an everlasting, non-exclusive, irrevocable right to use the output of the queries for its internal business purposes, subject to the terms of this Agreement. This license is perpetual, transferable, and sublicensable, but shall not allow the Company to reverse-engineer, redistribute, or disclose SportAI’s algorithms or proprietary technology.

No Transfer of IP Rights

Except as expressly set forth in this Agreement, no transfer or assignment of any Intellectual Property Rights (including patents, trademarks, copyrights, or trade secrets) shall be deemed to occur by virtue of this Agreement. Each Party retains all rights, titles, and interests in its respective Intellectual Property Rights.

10.2 Force majeure. Except payment obligations, neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond that Party’s control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of energy, labor or materials. In the event of any such circumstances, the defaulting Party shall be excused for a period equal to the time of the delay caused thereby.

10.3 Assignment. This Agreement may not be assigned or transferred by either Party without the other Party’s written consent, which shall not be unreasonably withheld, provided that consent shall not be required in connection with the reorganization or merger of a party or the transfer of such party's business or all or substantially all of its assets to a third party.

10.4 Severability. Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and commercial effect of the provision held to be invalid. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

10.5 Data protection. Both Parties shall comply with data protection and privacy laws applicable to their respective activities pursuant to this Agreement. This Section is in addition to, and does not relieve, remove, or replace a Party's obligations under the applicable data protection legislation.

10.6 Export and sanctions compliance. Company shall be responsible for compliance with all applicable laws relating to export controls and shall obtain any required export license for the Services. Company shall not export or re-export any Services subject to export and re-export laws to a government sanctioned country or any person listed on a government denied party list. Company will ensure that it and all financial services providers used for the transfer of payments, including wire transfers, under this Agreement are not listed as specifically designated nationals and blocked persons under any applicable sanctions. Furthermore, Company will provide to SportAI any information it deems necessary about its financial services providers for it to ensure compliance with applicable sanctions.

10.7  Human rights, anti-bribery, and corruption. SportAi is committed to conducting its business in a manner that respects human rights and is free from unlawful, unethical, or fraudulent activity. Each Party agrees to conduct its business and carry out its obligations under this Agreement in a reasonable and ethical manner and not to engage in any deceptive, misleading, or unethical practices or advertising at any time.

10.8 Entire Agreement. This Agreement, including the appendices, constitutes the entire agreement between the Parties hereto and supersedes all other agreements between the Parties in relation to the subject matter of this Agreement. The Agreement cannot be modified, supplemented or rescinded except in writing signed by both Parties. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. However, this shall not apply to any statement, representation or warranty made fraudulently or to any provision of this Agreement that was induced by fraud so that nothing in this Agreement shall affect the remedies available to the Parties in respect of any fraudulent matters.

10.9 Governing Law; Arbitration. This Agreement (and any question about its subsistence, effect or termination) is to be interpreted in accordance with the laws of Norway, except that body of laws controlling conflict of laws. In the event of a dispute arising out of or relating to this Agreement (including non-contractual disputes or claims), the Parties shall first seek settlement of the dispute by negotiation between senior executives of the Parties. If they are unable to settle the dispute within thirty (30) days, or such other period as the Parties shall agree in writing, the dispute including any question regarding the subject matter of this Agreement, its existence, its validity or termination, and any non-contractual disputes or claims relating thereto shall exclusively be referred to and finally be resolved by arbitration pursuant to the Norwegian Act on Arbitration of 2004, which hereby is incorporated into this Agreement. The place of arbitration shall be Oslo, Norway, and the proceedings shall take place in English. The initiation of arbitration proceedings, the proceedings and the award(s) shall be treated as Confidential Information. Nothing in this Agreement will be deemed as preventing either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect either Party's name, proprietary information, trade secrets, know-how, or any other Intellectual Property Rights. 

10.10 Counterparts. This Agreement may be executed in multiple counterparts (e.g., by fax or scanned PDF, TIF or other electronic format), each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.