Master Subscription Agreement
TABLE OF CONTENTS
Clubs, Academies and Federations
Last updated: November, 2026
Sport AI AS (organisation number 932 754 843), with registered address at Madserud Allé 34, 0274 Oslo, Norway ("SportAI", "Provider", "we" or "us"), and the customer identified in the applicable Order Form ("Customer") have entered into this Master Subscription Agreement (the "MSA") on the date of signing of the first applicable Order Form.
This MSA governs the relationship between SportAI and the Customer in connection with the Services set out in the Order Form. The Customer manages or operates various Courts and wishes to use and make available the Service to its end-users, members and players.
The Order Form sets out the specific Services purchased, the applicable fees, the Hardware Model, and any other commercial terms agreed between the Parties, and forms part of this Agreement. This MSA, together with each Order Form, the Data Processing Addendum ("DPA"), and any other document expressly incorporated by reference, constitutes the entire agreement between the Parties (together, the "Agreement"). Capitalised terms used in this MSA have the meanings given in the Definitions section below, or as otherwise defined elsewhere in the Agreement.
1. Definitions
| Term | Definition |
|---|---|
| Agreement | This MSA together with each Order Form, the DPA, and any other document expressly incorporated by reference. |
| Applicable Laws | All laws, regulations, and binding regulatory guidance applicable to a party's performance of its obligations under the Agreement, including applicable data protection laws. |
| Background IPR | Any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by the Provider or the Customer prior to, or otherwise outside of and unrelated to the scope of the Agreement. |
| Authorised Users | Those individuals authorised by the Customer to access the Service or Platform under the Customer's account, including the Customer's employees, service providers, consultants, coaches, members and players, and any parent or guardian acting on behalf of a player who is a minor, on the terms and conditions of this Agreement, and solely for the purposes of this Agreement. |
| Camera Equipment | The cameras, camera mounts, network switches, cabling, routers, and any other hardware required for the operation of the Services at the Courts, as specified in the Order Form. |
| Court | Each individual racket-sport court or venue at the Customer's premises on which the SportAI Services may be or have been installed and/or activated pursuant to this Agreement, as set out in the applicable Order Form. |
| Customer Data | Any data submitted, uploaded, or otherwise made available by the Customer or its Authorised Users to the Service or Platform, including any video recordings, booking information, and player or session data. |
| Customer Input | Any video, data, user input, views, guidance or other material submitted or uploaded to the Platform or shared with the Provider by the Customer or the Authorised User, including for the purpose of generating Outputs. |
| DPA | The Data Processing Addendum between the Parties, incorporated into this Agreement by reference, as further described in Section 11.3. |
| Game-Time | The court-camera-based match and tactical analysis services provided by SportAI, including the recording, processing, and AI-powered analysis of matches played on the Courts, and the delivery of statistics, highlights, heatmaps, and related outputs to Service Users, as further described in the Order Form and in the Service Description Page. |
| Hardware Model | The arrangement agreed between the Parties historically (before 1 November 2026) or thereafter in the Order Form regarding the Camera Equipment, being by default (a) the Customer Ownership Model, whereby the Customer acquires the Camera Equipment independently as its sole and exclusive owner and operator; or, if agreed in writing after 1 November 2026 (b) the SportAI Lease Model or other model, whereby the Camera Equipment is provided to the Customer by SportAI or an independent third party leasing provider on a lease basis during the Subscription Period for its exclusive use and operation. |
| Improvements | Any enhancement, update, modification, upgrade, or derivative work of the Platform Services, or SportAI IP, whether or not developed in connection with the Customer's use of the Services or based on feedback or Customer Data. |
| IPR | means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, models, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection. |
| Normal Business Activity | The Customer's ordinary internal business operations of managing and operating its courts, facilities, and services for its members, players, and guests, and, as the case may be, in collaborations with coaches, professionals, partners, sponsors and brands, in accordance with the Purpose. |
| Order Form | The order form executed by the Parties specifying, inter alia, the Services purchased, the Courts, the Hardware Model, the fees, the Subscription Period, and any other commercial terms agreed between the Parties. |
| Party / Parties | SportAI and the Customer individually (a "Party") and together (the "Parties"). |
| Platform | SportAI's proprietary cloud-based AI-powered software platform, including the SportAI web and mobile applications (including its applications for Game Time and Train Time), AI models, frameworks, methodologies, APIs, integrations, and all related functionality, features, and documentation, as further described in Section 2 (Services), the Order Form, and in the Service Description Page. |
| Purpose | To enable the Customer to make the Services available to Service Users at its Courts and facilities, and to support the inflow of Input (as defined below) to and Output (as defined below) from the Platform, as well as to support the Intended Purpose, as a supplement to human judgement. |
| Senior Officers | The directors and executive officers of a Party. |
| Service User | Any natural person who coaches players or who plays a supported racket sport at a Court that, regardless of the kind of camera device in use and other forms of Input, is captured by or communicating with the SportAI system and who uses, intends to use or interacts with the resulting Outputs (as defined below) generated by the Services. |
| Services | The Game-Time services (Match and Tactical Analysis), Train-Time services (Technique Analysis), Integration Services, and Associated Services, and any other services and Platform functionality purchased by the Customer under an Order Form, as described in the Order Form or in the Service Description Page. |
| SportAI IP | The Platform and Services, and all underlying software, methodologies, AI models, algorithms, computer vision systems, know-how, data, documentation, and any improvements, modifications, or derivative works thereof, together with all IPR therein. |
| Subscription Period | The period for which the Customer has subscribed to the Services under the applicable Order Form, as specified therein, and each successive renewal period (as also described in Section 13.1). |
| Territory | As specified in the Order Form. |
| Train-Time Services | The AI-powered technique analysis, coaching and player insights, pose detection, and related services available through the SportAI Coach platform, enabling players and coaches to record and upload video and receive analysis and recommendations, as further described in the Order Form and in the Service Description Page. |
| User Contribution | Any content, data, video, images, prompts, text, other material and Input submitted, uploaded, or otherwise introduced into the Platform by the Customer, Authorised User and Service User (as the case may be) in connection with their use of the Services, including input of text, prompts and data via conversational interfaces and chat, video recordings captured at the Courts by the Camera Equipment or by mobile devices or cameras used by a Service User. |
2. Services
2.1 Overview
SportAI provides a cloud-based software platform (the Platform) and related services (the Services) that apply AI and computer vision to video of racket-sport play, captured on mobile devices, on fixed court cameras, or supplied from third-party systems, to generate match, tactical and technique analysis for players, coaches, clubs, academies and federations, delivered through SportAI's own applications and through APIs and integrations with third-party software. SportAI also provides similar functionality and support through the Service Users' use of conversational and chat interfaces available through the use of the Services to enable the Purpose.
As part of the Services, SportAI may provide the Customer with access to a dashboard and administration interface forming part of the Platform (the "Dashboard") to manage licences for, and monitor usage of, the Services under the Customer's subscription. The Customer may permit its designated Authorised Users to access and use the Dashboard in accordance with Section 5.1.
Specific features and functionality are described in the applicable Order Form and the Service Description Page.
A detailed description of each Service, including applicable product features, specifications, known limitations and minimum Input requirements, is available at https://coach.sportai.com/services, as updated by SportAI from time to time (the "Service Description Page"). The Service Description Page forms part of this Agreement by reference and SportAI may update it from time to time to reflect changes to the Services, provided that SportAI shall not materially reduce the core functionality of any Services purchased under an active Order Form without giving the Customer reasonable prior written notice. Initially, the Service Description Page supports the racket sports tennis and padel. The Service Description Page will be updated to support other racket sports and services over time.
The Services made available under this Agreement may include the following categories, as specified in the applicable Order Form and further described on the Service Description Page:
(a) Game-Time (Match and Tactical Analysis)
(b) Train-Time (Technique Analysis)
(c) Integration Services
(d) Associated Services
All of these will collectively be categorized as the Services.
2.2 Nature of the Services and AI Outputs
(a) Automated generation. The Services, including all statistics, metrics, analyses, highlights, heatmaps, visualisations, ratings, coaching recommendations, tips, drills and any other data, content or results generated by or through the Platform (together, "Outputs"), are generated by automated processes, including machine-learning, artificial-intelligence and computer-vision models, applied to video and other data, including but not limited to text, prompts, data input or uploads to conversational interfaces, data collected through APIs and other means of integration (as the case may be), supplied by Service Users or by or on behalf of the Customer or Authorised Users ("Inputs"). Outputs are probabilistic estimates. Their accuracy depends on, among other things, the quality, resolution, framing, camera position, lighting, internet connection, quality of Inputs and other factors outside SportAI's control. Known limitations and minimum Input requirements are further described in the Service Description Page.
(b) Intended purpose. Outputs are provided solely to support training and performance analysis, player and coach development, as a supplement to human judgement (the "Intended Purpose"). Outputs do not constitute, and are not a substitute for, the advice, diagnosis, treatment, prescription or plan of a qualified coach, medical doctor, physiotherapist or other healthcare or professional adviser. The Platform is not intended for any medical purpose, including the diagnosis, prevention, monitoring, treatment or rehabilitation of any injury or condition.
(c) Customer responsibility. The Customer is solely responsible for: (i) determining whether Outputs are suitable for its purposes; (ii) appropriate human review of Outputs before acting on them; (iii) ensuring that any recommendations, tips, drills, exercises, training activities and other Outputs are appropriate to the age, physical condition and skill level of the participant and are carried out under appropriate supervision; (iv) ensuring that Inputs meet the minimum requirements in the Service Description Page; and (v) all decisions made, and actions taken or omitted, on the basis of Outputs.
(d) Flow-down. Where the Customer makes Outputs available to Authorised Users, Service Users or other third parties, the Customer shall inform them of the nature and limitations of Outputs in terms no less protective of SportAI than this Section 2.2. This obligation may be fulfilled by the Customer by way of adequate signs in the relevant facility and appropriately placed QR codes on the Courts that, through the process of initiating the Service, give the Service User the required information about the applicable terms and conditions for the use of the Platform. The Customer shall not represent Outputs as officially validated, certified or error-free.
3. Grant of Rights and Licence
3.1 Right to Use the Services
Subject to the terms and conditions of this Agreement and full payment of applicable fees, SportAI grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services purchased under the applicable Order Form during the Subscription Period, solely within the Territory and for the Purpose and within Customer's Normal Business Activity.
3.2 Authorised Users
The Customer's use of the Services shall be limited to the Customer and its Authorised Users. The Customer warrants that all Authorised Users shall be bound by the terms and conditions of this Agreement and that the Customer shall be liable for its Authorised Users' acts and omissions as for its own.
3.3 Restrictions
Except as explicitly stated in the Agreement, nothing in the Agreement grants the Customer any right or licence to the Services or any other intellectual property of SportAI, and no licence or other right is created by implication or estoppel. No right or licence to, or access to, the source code of the Platform or SportAI's underlying methodologies is granted under the Agreement.
The Customer shall not, directly or indirectly: (a) sublicense, resell, or make the Services available to any third party otherwise than as expressly permitted under the Agreement; (b) use the Services to build, or assist a third party in building, a competing product or service; or (c) use the Services otherwise than for the Customer's Normal Business Activity.
The Customer shall not, and shall ensure that its Authorised Users do not:
(a) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying methodology, models, or algorithms of the Platform;
(b) use the Services or any Outputs to develop, train, or improve a competing product; or
(c) probe, scan, penetration-test, or otherwise actively test the security of the Platform without SportAI's prior written consent.
3.4 Acceptable Use
The Customer shall be responsible for its own conduct and that of its Authorised Users, and for all Customer Data and Customer Input submitted or uploaded through the Services. When using the Services, the Customer shall, and shall ensure that its Authorised Users:
(a) use the Services only in compliance with Applicable Laws, and in no circumstances use the Services to violate human rights law or other Applicable Laws, or in a manner that infringes any IPR or other rights of any third party;
(b) ensure that no Customer Input, and no use of the Platform: (i) is unlawful, defamatory, harassing, abusive, threatening, or discriminatory; (ii) is sexual in nature, or depicts, describes, or sexualises a minor; (iii) infringes the intellectual property, privacy, or publicity rights of any person; (iv) contains special-category personal data or health or medical information about any individual, except where lawfully provided and within the scope of the DPA; (v) misrepresents Outputs as unmodified automated results of the Platform where they are not; (vi) is used to bully, demean, or single out any individual, including any player or coach; or (vii) contains malicious code or harmful software;
(c) not use Outputs as the sole input or as determinative for officiating, adjudication, line-calling, disciplinary, selection, qualification, ranking, eligibility, recruitment, employment, insurance, medical, clinical or diagnostic decisions, contracting, compensation or termination of any natural person, unless specifically agreed in writing with SportAI in connection with qualified commercial integration services;
(d) where Authorised Users include minors, or where Customer Input concerns minors, ensure that appropriate safeguarding policies, supervision arrangements, and consents are in place, that communications involving minors comply with the Customer's safeguarding obligations under Applicable Laws, and that adult Authorised Users do not use the Platform's communication features to communicate privately with a minor otherwise than in accordance with such policies;
(e) not use Outputs for betting, gaming or wagering purposes, or by supplying them to any betting operator or sports-data aggregator;
(f) not use the Services in any manner that would cause the Services to qualify as a high-risk AI system under Regulation (EU) 2024/1689 or as a medical device under Regulation (EU) 2017/745;
(g) not misuse the Services by interfering with their normal operation, or attempt to access the Services by any method other than through the interfaces and instructions provided by SportAI, or circumvent any limitations that SportAI imposes on the Customer's account; and
(h) not engage in usage in excess of normal usage patterns in a manner that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. SportAI shall endeavour to notify the Customer of any excessive usage and provide the Customer with a reasonable opportunity to remedy such use before taking further action.
Without prejudice to any other remedies available under this Agreement, SportAI may immediately suspend the Customer's access to the Services: (i) in the event of a violation of this Section 3.4 or Section 3.3, where SportAI reasonably deems suspension necessary to prevent or reduce harm to the Services, SportAI, or any third party; (ii) if SportAI receives a judicial or governmental order, subpoena, or law enforcement request requiring it to do so; or (iii) if SportAI reasonably believes that the Customer or any Authorised User has been, or is likely to be, involved in fraudulent, misleading, or unlawful activity in connection with the Services. Any such suspension is without liability to SportAI and shall not release the Customer from any payment obligation or entitle the Customer to any refund.
4. Hardware, Camera Set-Up and Court Obligations
4.1 Camera Equipment
The Customer acknowledges that the Services are dependent on the installation and operation of the Camera Equipment at the Customer Courts and that SportAI will not be able to provide the Services unless the Customer has purchased or leased the required Camera Equipment in accordance with this Agreement and the applicable Order Form.
The Camera Equipment shall be made available to the Customer either by sale or lease, as specified in the applicable Order Form. In no event shall SportAI be the owner or operator of Camera Equipment.
Where the Order Form provides that the Camera Equipment is to be acquired by the Customer, SportAI shall (i) guide the Customer on the make, type and specifications for recommended Camera Equipment that supports the use of the Services on the Platform and (ii) recommend a supplier that can sell, deliver and preferably also install the Camera Equipment for the Customer, at its expense, in accordance with the Order Form. Title to and risk in the Camera Equipment shall as such vest in the Customer, unless otherwise agreed in the Order Form. The Customer shall be solely responsible for the Camera Equipment, including its installation, operation, maintenance, repair, replacement and guarantee claims etc., as well as any related connectivity, power supply and infrastructure requirements.
Where the Order Form provides that the Camera Equipment is supplied on a lease basis, SportAI grants the Customer a limited, non-exclusive and non-transferable right to use the Camera Equipment during the Subscription Period solely in connection with the Services. Title to the Camera Equipment shall not remain vested in SportAI, except in Norway, where SportAI may agree in the Order Form to assume the title and full ownership of cameras.
The Customer shall keep the leased Camera Equipment in good working order (subject to fair wear and tear), shall not sell, transfer, pledge, encumber or otherwise dispose of the Camera Equipment, and shall use the Camera Equipment only in connection with the Services and in accordance with SportAI's reasonable instructions.
The Customer shall be responsible for insuring the leased Camera Equipment against loss or damage from the date of installation, as well as for the operation and ordinary maintenance of the Camera Equipment.
4.2 Camera Installation, Placement and Configuration
The Customer shall be responsible for the installation, positioning, mounting, cabling, and configuration of all Camera Equipment at the Courts. The Customer shall carry out all installation activities using competent personnel and at its own cost and expense, whether Camera Equipment is purchased by the Customer or leased via SportAI and its independent leasing partners (as available from time to time).
Without limiting the foregoing, the Customer shall ensure that:
(a) cameras are directed only towards the designated Court and do not unnecessarily capture adjacent courts, public areas, changing facilities, or other areas outside the intended scope of the Services;
(b) all Camera Equipment is securely mounted and protected against tampering, theft, damage, and unauthorised access;
(c) all necessary network infrastructure, including dedicated internet access, cabling, switches, routers, and power supplies, is provided and maintained at the Courts; and
(d) access to camera systems, network equipment, and related infrastructure is restricted to persons with a legitimate operational need.
4.3 Maintenance and Ongoing Responsibility
The Customer shall be responsible for the day-to-day maintenance, care, and physical security of all Camera Equipment installed at the Courts, irrespective of whether such equipment is owned by the Customer or leased via SportAI and its independent leasing partners, including keeping it clean, free from obstructions, and correctly positioned, and promptly notifying SportAI of any damage, malfunction, theft, or loss.
The Customer shall bear all costs and expenses associated with physical maintenance, repair, warranty claims or replacement of Camera Equipment, including where Camera Equipment leased is returned to the leasing partner in a damaged condition beyond fair wear and tear.
SportAI shall be responsible for maintaining the software and cloud infrastructure of the Platform and for providing updates to the SportAI software system. Physical hardware maintenance at the Customer's premises remains the Customer's responsibility in all cases.
4.4 QR Codes and Court Signage
SportAI shall provide the Customer with QR codes and recommended design templates for promotional and informational materials to be displayed at the Courts. The Customer shall be responsible for:
(a) printing, producing, and placing QR codes and promotional materials in prominent and accessible locations next to each equipped Court, in accordance with SportAI's guidelines;
(b) ensuring that QR codes remain clearly visible, undamaged, and accessible to Service Users at all times; and
(c) ensuring that, where Courts are bookable through a third-party booking platform, clear and accessible links to applicable privacy information are made available through such platform.
The cost of producing promotional posters and materials shall, unless otherwise agreed in writing, be borne by the Customer.
4.5 Addition of Courts and Associated Services
Courts or additional Services / Associated Services to be added after the date of signing of the first Order Form shall be added by a new or amended Order Form, specifying the relevant courts, the applicable fees, and any other agreed terms. The terms of this MSA shall apply to all Courts covered by any Order Form.
5. Account Management and Open-Source Software
5.1 Account Management
SportAI shall provide the Customer and its designated Authorised Users with access to an account on the Platform to administer the Services, including as may be the case, access to the Dashboard where the Customer. The Customer shall designate which Authorised Users may access the Dashboard and shall ensure that their access and use are limited to their assigned administrative responsibilities and the access permissions available within the Platform. The Customer shall be responsible for safeguarding its account credentials. Credentials shall not be shared with third parties. The Customer shall be responsible for all activity occurring under the Customer's account, including activity by all its Authorised Users, other than activities that SportAI is responsible for under this Agreement.
5.2 Open-Source Software
SportAI may at its own discretion include in the Services open-source code licensed from third-party licensors. An overview of the relevant open-source licences that interact with the Customer's systems through the Platform can be provided to the Customer upon request.
6. Independent Relationship with Service Users
Under this Agreement, SportAI shall make the Services available to the Customer, and the Customer shall make the Services available for use by Service Users at its Courts.
The Customer is solely responsible for its relationship with Service Users in relation to access to and use of the Courts, including any court bookings, memberships, fees or other services offered by the Customer. Where the Customer charges Service Users for access to the Courts, the Services, or any other products or services offered by the Customer, such arrangements are solely between the Customer and the relevant Service User, and SportAI shall have no responsibility or liability in relation thereto, unless this has been explicitly agreed in writing between the Parties.
The Customer acknowledges and agrees that SportAI may establish and maintain a separate and independent relationship with Service Users who activate or use the Services at Customer's Courts, including by creating a SportAI user account or otherwise interacting directly with SportAI through the Platform.
SportAI may provide services, subscriptions, features, products or functionality directly to Service Users, whether as part of, in connection with, or in addition to the Services made available at the Courts. Any such services shall be governed by separate terms between SportAI and the relevant Service User and shall constitute a separate contractual relationship for which the Customer bears no responsibility or liability.
Nothing in this Agreement shall restrict SportAI's right to establish, maintain and develop direct relationships with Service Users or to offer services directly to such Service Users, as well as use User Contribution for this purpose, or any other purpose applicable between SportAI and the Service Users.
7. SportAI's Obligations
7.1 Provision of Services
SportAI shall, throughout the Subscription Period, provide the Services in a professional manner and with reasonable skill and care, in accordance with the terms of this Agreement and the applicable Order Form.
SportAI shall (a) make the Platform and Services available to the Customer and its Authorised Users in accordance with this Agreement, and (b) provide the Customer with reasonable technical support and assistance in connection with the Services, as further described in Section 8.
7.2 Software Updates
SportAI may, from time to time, update, modify, or improve the Platform and Services, including by releasing software updates, new features, or revised versions. SportAI shall use reasonable efforts to communicate material changes to the Customer in advance where practicable. SportAI shall not make changes that materially diminish the core functionality of the Services without reasonable notice to the Customer.
8. Service Availability and Support
8.1 Availability
SportAI shall use commercially reasonable efforts to make the Platform and Services available to the Customer and its Authorised Users during the Subscription Period. The Customer acknowledges that the Services are cloud-based and that availability may be affected by circumstances beyond SportAI's reasonable control, including internet outages, third-party infrastructure failures, and scheduled maintenance.
SportAI does not warrant or guarantee any specific uptime level or service availability percentage. The Services are provided on a best-effort basis, and SportAI shall use commercially reasonable efforts to minimise downtime and to restore the Services promptly following any interruption. This Agreement does not include a separate service level agreement, and SportAI makes no express commitment beyond the general standard of care described in this Section.
8.2 Technical Support
SportAI shall provide the Customer with reasonable online technical and human support in connection with the Services. In the event of any issues related to the provision of Services or any malfunction of the Platform, SportAI shall use reasonable efforts to respond to the issue within twenty-four (24) hours of being notified by the Customer.
Support is available through the contact channels notified to the Customer from time to time or via the Platform.
8.3 Planned Maintenance
SportAI shall use reasonable efforts to schedule planned maintenance outside of peak usage hours and to provide the Customer with advance notice of any scheduled downtime that is expected to materially affect the availability of the Services.
9. Fees, Invoicing and Payment
9.1 Fees
The Customer shall pay the fees set out in the applicable Order Form. Unless otherwise stated in the Order Form, fees are quoted exclusive of value added tax (VAT), sales tax, or any other applicable taxes, which shall be added to invoices where required by Applicable Laws. All fees are non-refundable except as expressly provided in the Agreement.
9.2 Invoicing and Payment
SportAI shall invoice the Customer in accordance with the billing cycle set out in the applicable Order Form. Invoices are due and payable within fifteen (15) days of the invoice date.
9.3 Late Payment Interest
If the Customer fails to make any payment when due, then, without limiting SportAI's remedies under this Agreement (including the right of suspension under Section 3.4), SportAI shall, from the first day of delay, be entitled to charge interest on the overdue amount at a rate of 9.5% per annum, or if lower, the highest rate permitted under Applicable Laws. SportAI shall not exercise its right to collect accrued interest insofar as, and for as long as, the Customer is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute, provided that this shall not affect the accrual of interest on the overdue amount during the period of the dispute.
9.4 Suspension and Termination for Non-Payment
If overdue fees, together with any accrued late payment interest, remain unpaid after the due date, SportAI may send the Customer a written notice stating that this Agreement shall be terminated or the Customer's access to the Services suspended as a result of the Customer's failure to pay, unless full settlement has taken place within fourteen (14) calendar days of receipt of such notice. SportAI shall not incur any liability to the Customer as a result of such termination or suspension.
Such termination or suspension shall not take place if the Customer settles the overdue fees, together with any accrued late payment interest, in full prior to the expiry of the fourteen (14) day period.
9.5 Taxes
The Customer and SportAI shall each be responsible for their own Taxes in connection with this Agreement, except as set out below or elsewhere in this Agreement.
If value-added taxes, sales taxes, goods and services taxes, or similar indirect taxes are applicable under Applicable Laws to any invoiced amounts, SportAI shall add such taxes to the invoiced amounts at the rate required by Applicable Laws and present such taxes appropriately on the invoice.
All payments under this Agreement shall be made without deduction or withholding of any Taxes unless such deduction or withholding is required by Applicable Laws. If the Customer is required by Applicable Laws to deduct or withhold Taxes on payments under this Agreement, the fees shall be increased (grossed up) so that the Customer pays to SportAI the same amount that would have been paid had such deduction or withholding not been required.
The Customer shall defend, hold harmless and indemnify SportAI from liability to any competent authority resulting from the failure by the Customer to deduct, withhold or remit Taxes where required by Applicable Laws.
The Customer undertakes to provide SportAI with original receipts and other relevant documentation to evidence the deduction, withholding, and remittance of Taxes on behalf of SportAI.
The Customer shall be liable for any Taxes levied on SportAI in connection with this Agreement outside the jurisdiction where SportAI is resident for tax purposes unless such taxes are covered by the preceding paragraphs of this Section 9.5. Such taxes shall be paid by the Customer directly to the relevant tax authority where permissible under Applicable Laws or otherwise reimbursed by the Customer to SportAI where SportAI is required to pay such taxes.
The Customer shall be liable for any new or increased Taxes levied on SportAI in connection with this Agreement outside the jurisdiction where SportAI is resident for tax purposes. If such new or increased taxes relate to a deduction or withholding requirement, the fees shall be grossed up in accordance with the third paragraph of this Section 9.5. Otherwise, such new or increased taxes shall be paid by the Customer directly to the relevant tax authority where permissible under Applicable Laws or otherwise reimbursed by the Customer to SportAI where SportAI is required to pay such taxes.
9.6 Fee Adjustment
SportAI shall be entitled to adjust the fees with effect from the following Subscription Period upon written notice to the Customer no later than three (3) months prior to the expiry of the then-current Subscription Period.
10. Intellectual Property Rights
10.1 Background IPR
Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR. This Agreement does not affect such ownership. No rights to the other Party's Background IPR are acquired under this Agreement unless expressly stated.
10.2 SportAI IPR
As between the Parties, SportAI is the sole and exclusive owner of SportAI IPR. This includes all right, title, and interest in and to the Services, the Platform, all underlying software, methodologies, models, know-how, and documentation, and any Improvements, modifications, or derivative works thereof, whether or not developed in connection with the Customer's use of the Services or based on feedback provided by the Customer or any Customer Data. Nothing in the Agreement transfers any ownership interest in SportAI IPR to the Customer.
This Agreement and the related licence to use the Services shall not and cannot serve as a basis for the transfer, assignment, sale, or waiver by SportAI of any IPR. All data and statistics, including but not limited to all data derived from video recordings and other data shared with SportAI via the Services, shall remain the exclusive property of SportAI.
SportAI retains the exclusive right to prepare, process, and annotate collected data in the form of video recordings and corresponding annotations, to train its AI models, and to further develop and improve its technology platform and related Services, as they evolve from time to time.
10.3 Customer Data
As between the Parties, the Customer retains all right, title, and interest in Customer Data to the extent that the Customer has generated or owns such data. The Customer grants SportAI a perpetual, royalty-free, worldwide, sublicensable licence to use Customer Data for any purpose to the extent permitted under Applicable Laws, including to provide, secure, maintain, improve, and further develop the Services and SportAI's underlying technology and AI models. This licence is subject to SportAI not using Customer Data in a manner that compromises its confidentiality. For the avoidance of doubt, SportAI may freely use Customer Data in relation to third parties, provided that such data is anonymised and cannot be traced back to the Customer or any identifiable individual.
10.4 Feedback
If the Customer provides SportAI with suggestions, ideas, or other feedback regarding the Services, SportAI has a perpetual, royalty-free, irrevocable, worldwide, sublicensable right to use such feedback without restriction.
10.5 Reference Rights
SportAI may identify the Customer as a customer of SportAI, including by using the Customer's name and logo, in SportAI's customer lists, website, and marketing materials, and may, subject to the Customer's prior written approval of the specific content (not to be unreasonably withheld), refer to the Customer's use of the Services in case studies or similar reference materials.
11. Data, Security and Data Protection
11.1 Customer Responsibility for Data
The Customer is solely responsible for the lawfulness, reliability, integrity, and accuracy of Customer Data and Customer Input provided to the Platform.
11.2 Security
SportAI shall maintain technical and organisational measures for the protection of the security and confidentiality of Customer Data, including measures that seek to prevent unauthorised access, use, modification, or disclosure of Customer Data.
SportAI shall promptly inform the Customer of any known or reasonably suspected security breach or unauthorised disclosure of Customer Data, personal data, or Confidential Information. SportAI shall take reasonable steps to mitigate any potential damages and shall respond to security-related enquiries from the Customer.
11.3 Personal Data
SportAI's DPA shall apply to any processing of personal data by SportAI on behalf of the Customer in the performance of this Agreement. In the event of any conflict between this Agreement and the DPA in respect of the processing of personal data, the DPA shall prevail.
Without prejudice to the DPA, the Customer shall ensure that Service Users are informed, prior to activation of the Services, that matches and related activities may be recorded and processed through the Services; that all notices, signage, QR codes and privacy information required in connection with the operation of the Services at the Courts are clearly displayed and maintained; that any personal data made available to SportAI or uploaded to the Platform has been collected, processed and disclosed in compliance with applicable laws and that the Customer has obtained all rights, permissions and legal bases necessary for such disclosure; and that, where a third-party booking platform is used in connection with the Services, appropriate privacy notices and links to relevant privacy information are made available through such platform.
12. Confidentiality
Each Party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other Party (the "Disclosing Party") that is marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, for SportAI, SportAI IP, the Services' underlying models, methodology, frameworks and any other data and information of a confidential nature, and for the Customer, Customer Data and any business or operational information the Customer shares with SportAI as part of the Services.
The Receiving Party shall use Confidential Information solely to perform its obligations or exercise its rights under the Agreement, shall protect it with at least the same degree of care it uses for its own confidential information of similar nature (but no less than reasonable care), and shall not disclose it to any third party except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section. This Section does not apply to information that is or becomes public through no fault of the Receiving Party, was lawfully known to the Receiving Party before disclosure, is independently developed without use of the Confidential Information, or must be disclosed under Applicable Laws or a valid order of a competent authority, provided the Receiving Party gives the Disclosing Party prompt notice where legally permitted.
The confidentiality obligations in this Section survive termination or expiry of the Agreement for a period of ten (10) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under Applicable Laws.
13. Term and Termination
13.1 Term
This MSA takes effect on the effective date of the first Order Form and continues for as long as at least one Order Form is in effect. Each Order Form has the term stated therein and, unless otherwise specified, automatically renews for successive twelve (12) month periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
13.2 Termination for Cause
Either Party may terminate an Order Form, or this Agreement in its entirety, with immediate effect by written notice if the other Party: (a) commits a material breach of the Agreement that is not cured within thirty (30) days of written notice thereof; or (b) becomes insolvent, enters bankruptcy or similar proceedings, or ceases to carry on business.
Either Party may also terminate this Agreement if the other Party fails to fulfil its material obligations hereunder, subject to a mandatory sixty (60)-day notice period, without prejudice to the right to terminate immediately in the circumstances set out above.
13.3 Termination for Insolvency
Notwithstanding the notice periods set out above, either Party may terminate this Agreement immediately, by written notice, if the other Party becomes insolvent, enters into liquidation or bankruptcy proceedings, ceases to conduct business, or has a receiver or administrator appointed over any part of its assets.
13.4 Effects of Termination
Upon termination or expiry of any Order Form:
(a) the Customer's right to access the corresponding Services and Platform ends immediately;
(b) where Camera Equipment has been leased, the Customer shall return all such Camera Equipment to the leasing provider promptly and in good working order, unless another agreement in writing is entered into with such leasing provider;
(c) each Party shall return or destroy the other Party's Confidential Information, subject to any retention obligations under Applicable Laws; and
(d) all accrued payment obligations of the Customer shall survive and remain payable.
Sections which by their nature are intended to survive, including Sections 10 (Intellectual Property Rights), 12 (Confidentiality), 14 (Warranties, Disclaimers, and Indemnities), 15 (Limitation of Liability), and 17 (General Provisions), survive termination or expiry.
14. Warranties, Disclaimers, and Indemnities
14.1 Mutual Warranties
Each Party warrants that it has the corporate power and authority to enter into the Agreement and that doing so does not conflict with any other agreement to which it is a party.
14.2 Disclaimer
Except as expressly stated in the Agreement, the Services, Platform and all Outputs are provided "as is" and "as available". To the maximum extent permitted by Applicable Laws, SportAI disclaims all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness. SportAI makes no representation that the Services will meet the Customer's specific requirements.
Without limiting the foregoing, SportAI does not warrant that: (a) the Services will be uninterrupted or error-free; (b) any Output will be suitable for any particular purpose, free from inaccuracy or AI hallucination; or (c) the Outputs will provide complete, accurate, or reliable results, given that Outputs are generated by automated artificial intelligence and computer vision processes and are inherently probabilistic in nature.
14.3 Indemnification by SportAI
SportAI shall defend the Customer against any third-party claim alleging that the Platform, as provided by SportAI and used by the Customer in accordance with this Agreement, infringes a third party's IPR, and shall indemnify the Customer against damages finally awarded or agreed in settlement of such claim, provided that the Customer: (a) promptly notifies SportAI in writing of the claim, (b) gives SportAI sole control of the defence and settlement thereof, and (c) provides reasonable cooperation and assistance.
SportAI shall have no obligation under this Section to the extent any claim arises from: (a) the Customer's, an Authorised User's or a Service User's use of the Platform or Services other than in accordance with the terms of this Agreement, (b) Customer Data or Customer Input, (c) a Service User's User Contribution, (d) the Customer's or a Service User's use of the Outputs, (e) modification of the Platform or Services not made by SportAI, or (f) use of the Platform or Services in combination with products or data not provided by SportAI, where the infringement would not have occurred but for such combination.
To avoid and cure any infringement, SportAI may, at its option: (a) procure the right to use the Services as before without infringing any third-party rights, (b) replace or modify the Services to provide materially equivalent functionality without infringement, or (c) terminate this Agreement with immediate effect by written notice to the Customer.
Until any infringement is resolved, SportAI shall be entitled to make the relevant Services unavailable to the Customer. The Customer shall be entitled to a pro-rata refund of fees pertaining to the periods during which the Services were made unavailable, and SportAI shall not incur any other liability for exercising this right.
14.4 Indemnification by the Customer
The Customer shall indemnify and hold harmless SportAI, its officers, directors, and employees against any third-party claim arising from: (a) the Customer's breach of this Agreement or Applicable Laws; (b) the Customer's installation, placement, or maintenance of Camera Equipment at the Courts; (c) the Customer's failure to inform Service Users or obtain required consents as required under Section 11.3; or (d) any claim by a Service User arising from the Customer's acts or omissions in connection with the Services. SportAI shall give the Customer immediate and complete control of such claims. SportAI shall not prejudice the Customer's defence of such claim and shall provide the Customer with all reasonable assistance in connection with it.
14.5 Indemnification Conduct
A Party shall promptly notify the other Party if it receives a claim that the other Party is obliged to indemnify. Wherever possible, the indemnifying Party shall take over the defence of the claim. The Parties shall promptly give each other information and other assistance needed to handle the claim. The indemnified Party shall not compromise, settle, or otherwise dispose of a claim without the written consent of the indemnifying Party.
15. Limitation of Liability
15.1 Exclusion of Certain Losses
In no event shall either Party be liable to the other under or in connection with this Agreement for: (a) special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or (b) loss of production, lost earnings or revenues, loss of anticipated cost savings, loss or corruption of Customer Data, loss related to third-party claims, or loss of profit or anticipated profit, in each case whether direct or indirect. Without limiting the foregoing, SportAI shall not be liable for: (a) decisions made or not made by the Customer, an Authorised User or Service User in reliance on an Output, including coaching, selection, or officiating decisions; (b) inaccurate, incomplete, or corrupted Customer Data or Customer Input; (c) performance, connectivity, or equipment issues affecting the Courts attributable to the Customer's installation, configuration, network infrastructure, or maintenance of the Camera Equipment; or (d) acts or omissions of Service Users or other third parties. For the avoidance of doubt, SportAI shall not be liable for any losses, costs or expenses that relate to a breach of this Agreement in connection with free use, beta use or similar use of the Platform and related Services.
15.2 Liability Cap
Subject to Section 15.3, SportAI's aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, or otherwise, shall not exceed an amount equal to the total fees paid by the Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim. This limitation of liability is cumulative and not per incident.
15.3 Exceptions
The limitations in this Section 15 shall not apply in relation to: (a) a Party's breach of Section 3 (Licence, Restrictions, and Acceptable Use); (b) a Party's breach of Section 12 (Confidentiality); (c) the indemnities in Sections 14.3 and 14.4; or (d) loss or damage caused by the gross negligence or wilful misconduct of the Senior Officers of either Party.
16. Compliance and Sanctions
16.1 General Compliance
Each Party shall comply with all Applicable Laws in connection with its performance of the Agreement, including applicable anti-bribery and anti-corruption laws, anti-money laundering laws, and data protection laws.
16.2 Export Control
The Customer represents that it is not, and is not owned or controlled by, a person or entity that is subject to sanctions or is located in a comprehensively sanctioned jurisdiction, and shall not access or use the Services in violation of such laws, including permitting any Authorised User to access or use the Service from an embargoed jurisdiction. SportAI may suspend or terminate the Agreement immediately if the Customer is or becomes subject to such restrictions.
17. General Provisions
17.1 Legal Relationship
This Agreement does not establish an employment relationship, partnership, joint venture, or agency between the Parties. Neither Party shall act to the contrary by advertising or otherwise, nor shall either Party be obliged or held liable for any representations, acts, or omissions of the other Party.
17.2 Assignment
The Customer may not assign or transfer this Agreement without SportAI's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. SportAI may continue or assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its business or assets.
17.3 Notices
Notices under the Agreement shall be in writing and sent to the addresses specified in the applicable Order Form, or such other address as a Party notifies in writing, and shall be deemed received when delivered by email (with confirmation of receipt), courier, or registered post.
17.4 Entire Agreement and Amendments
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings, written or oral, relating to the same subject matter.
SportAI shall be entitled to update this MSA from time to time. SportAI shall give the Customer at least thirty (30) days' prior written notice of any material amendment. If the Customer objects to a material amendment, it shall notify SportAI in writing within the notice period. SportAI may, at its sole discretion, elect to continue the Agreement with that Customer on the existing terms. If SportAI does not so elect, the Customer may terminate the Agreement by written notice with effect from the date the amendment takes effect.
Additions, amendments, or variations to any Order Form shall have no legal effect unless made in writing and signed or expressly confirmed in writing by both Parties.
17.5 Severability and Waiver
If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the Parties' original intent. No failure or delay by either Party in exercising any right under the Agreement operates as a waiver of that right.
17.6 Subcontracting
SportAI shall be entitled to subcontract any of its obligations under this Agreement and shall remain liable for all subcontracted obligations and its subcontractors' acts or omissions as for its own.
17.7 Force Majeure
Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, internet or telecommunications failures, or actions of governmental authorities, provided the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the impact.
If a Force Majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement by written notice, without liability for such termination.
17.8 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of laws principles.
17.9 Dispute Resolution
The Parties shall seek to resolve any dispute arising out of or in connection with this Agreement amicably. Either Party shall provide written notice to the other Party specifying the nature of the dispute. The Parties shall have sixty (60) days from the date of such notice, or such later period as may be agreed, to resolve the dispute amicably.
Disputes or claims that remain unresolved at the expiration of such period may be referred by either Party to and shall finally and exclusively be settled by the ordinary courts in Oslo, Norway and in accordance with Norwegian law. The language of the court proceedings shall be English.
17.10 Order of Precedence
In the event of a conflict between the documents forming part of this Agreement, they shall prevail in the following order: (i) the Order Form (with the most recent amendment prevailing); (ii) this MSA; and (iii) the DPA. Notwithstanding the foregoing, the DPA shall prevail over this MSA in respect of the processing of personal data.