1. Acceptance of Terms

1.1 Agreement to Terms. By creating an account or using the PlayersOnly platform, you agree to comply with and be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you are not authorized to use the platform.

1.2 Account Registration. To access the full features of the PlayersOnly platform, you must first register for an account. During registration, you agree to provide accurate, current, and complete information and to update your details as necessary to maintain their accuracy.

1.3 Account Confidentiality. You are solely responsible for maintaining the confidentiality of your account information, including your username and password. Any activities that occur under your account, whether or not authorized by you, are your responsibility.

1.4 Account Termination. PlayersOnly reserves the right to suspend or terminate your account for any violations of these Terms. In cases of suspicious or unauthorized activity, your account may be temporarily suspended until clarified.

1.5 Eligibility. You must be at least 13 years old or the age of majority in your jurisdiction to register and use the platform. By creating an account, you confirm that you meet these age requirements.

1.6 User Conduct. You agree to use the platform in accordance with applicable laws, regulations, and any community guidelines or acceptable use policies set by PlayersOnly. You are prohibited from engaging in any activity that could harm the platform or other users, including but not limited to harassment, spamming, or malicious activity.

1.7 Unauthorized Use Notification. If you suspect any unauthorized access or use of your account, you must notify PlayersOnly immediately to prevent further damage or misuse.

1.8 Content Guidelines. PlayersOnly is a sports-focused platform. All content shared on the platform, including but not limited to posts, images, videos, and notes, must be relevant to sports, athletes, or the sports community. Content that is deemed unrelated to sports may be removed at our discretion. We reserve the right to suspend or terminate accounts that repeatedly or severely violate this policy. This includes, but is not limited to: Posting irrelevant, misleading, or non-sports-related content. Sharing content that disrupts the intended purpose of fostering a sports-focused community. By using PlayersOnly, you agree to adhere to these guidelines and understand that violations may result in account restrictions or termination.

1.9 Handle Conflicts with Pro Athletes, Brands, or Teams. PlayersOnly reserves the right to reclaim any user handle if it conflicts with the intellectual property rights or established branding of professional athletes, teams, or brands. If a user’s chosen handle is determined to be infringing on the rights of such entities, PlayersOnly may request that the user relinquish the handle and assign a new one. In such cases, the user agrees to comply promptly with any request to change their handle to avoid further action, including account suspension or termination. PlayersOnly will make reasonable efforts to notify the user of any such conflict and provide a grace period to resolve the matter. However, in cases of clear conflict with professional entities or trademarked material, PlayersOnly reserves the right to take immediate action without prior notice.

2. The Service

2.1 Service Description. PlayersOnly provides a cloud-based platform designed to connect athletes, teams, fans, and sports brands through social commerce, social media, and networking (the “Service”). Any content uploaded, posted, shared, or stored through the Service by the Customer or Users is considered a "User Submission." The Customer is solely responsible for all User Submissions contributed to the Service. Further terms regarding User Submissions, including ownership rights, are outlined in Section 8.2 below. The Service may also include templates, help documents, and other resources to assist Customers in utilizing the platform ("PlayersOnly Content"). PlayersOnly will not provide access to the underlying software code of the Service (collectively referred to as the "Software") or provide copies of the Software itself. The platform also integrates features aimed at enhancing social media engagement and fostering networking opportunities within the sports community.

2.2 Customer’s Subscription. Subject to the terms of this Agreement, Customers may purchase a subscription to access and use the Service as detailed in one or more order forms agreed upon by both parties via the PlayersOnly website that reference this Agreement and describe the subscription terms ("Order(s)"). The subscription will be valid for the period specified in the applicable Order ("Subscription Period"). Use of the Service is permitted solely for individuals authorized by the Customer and for the Customer’s internal business purposes only, not for third-party benefit ("Users").

2.3 PlayersOnly’s Ownership. PlayersOnly owns the Service, Software, PlayersOnly Content, Documentation, and any other materials provided to the Customer (collectively, the “PlayersOnly Materials”). PlayersOnly retains all rights, titles, and interests (including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights) to the PlayersOnly Materials, any related technology, and any updates, enhancements, modifications, patches, fixes, or derivative works associated with them. There are no implied licenses under this Agreement, and all rights not explicitly granted to the Customer are reserved by PlayersOnly.

2.4 Permissions. The Service includes customizable settings that allow each User to grant permissions to other Users to perform various tasks within the platform ("Permissions"). The Customer is solely responsible for setting and managing these Permissions, including determining which Users can assign Permissions. PlayersOnly will not be responsible for managing Permissions or liable for any issues arising from Permissions set by the Customer or its Users. The Customer may, at its discretion, provide access to the Service and Documentation to its Affiliates (defined below). In such cases, all rights and obligations under this Agreement will apply to those Affiliates. The Customer represents that it is fully responsible for any breaches by its Affiliates and that it has the authority to negotiate this Agreement on their behalf. The Customer will also be responsible for all payment obligations under this Agreement, regardless of whether the Service is used by the Customer or its Affiliates. Any claims from an Affiliate will be brought by the Customer, not the Affiliate. For this Agreement, "Affiliate" refers to any entity directly or indirectly controlling, controlled by, or under common control with the Customer, where "control" refers to owning more than fifty percent (50%) of the voting power of shares or rights that elect the governing body of the entity.

3. Subcriptions & Fees

3.1 Fees. The Customer will pay for access to and use of the PlayersOnly Service as outlined in the applicable Order ("Fees"). All Fees are due in the currency stated in the Order, or if no currency is specified, in U.S. dollars. Payment obligations are non-cancelable and, except as explicitly stated in this Agreement, non-refundable. PlayersOnly may modify its Fees or introduce new charges at its discretion. The Customer has the option to not renew the subscription if they disagree with any updated or revised Fees

3.2 Payment. PlayersOnly, either directly or through a third-party payment processor (“Payment Processor”), will charge the Customer for the Fees via credit card or ACH payment, based on the information provided by the Customer. The Customer agrees that PlayersOnly may charge the Customer’s payment method for any services provided, including recurring fees. It is the Customer’s responsibility to ensure their payment details are up to date; failure to do so may result in the suspension of access to the Services. If payment is made through a Payment Processor, the processing will be subject to the Payment Processor’s terms, conditions, and privacy policies. PlayersOnly is not responsible for errors or omissions by the Payment Processor but reserves the right to correct any such errors. Recurring charges (e.g., monthly billing) will be charged to the Customer’s payment method until the Agreement is terminated or the payment method is updated by the Customer.

3.3 Taxes. Fees exclude any taxes, levies, duties, or other governmental assessments, such as value-added, sales, use, or withholding taxes. The Customer is responsible for paying all Taxes associated with their subscription. If PlayersOnly is required by law to collect or pay Taxes on behalf of the Customer, it will invoice the Customer for such amounts unless the Customer provides a valid tax exemption certificate prior to invoicing. For clarification, PlayersOnly is responsible for taxes related to its own income, property, and employees.

3.4 Failure to Pay. If the Customer fails to pay any Fees when due, PlayersOnly may suspend access to the Service until payment is received. The Customer authorizes PlayersOnly to retry charging their payment method without limitation if the initial payment attempt fails. If the Customer believes they have been incorrectly billed, they must contact PlayersOnly within 60 days of the billing statement in which the error occurred to request an adjustment or credit. PlayersOnly will review the dispute and provide a written decision, including supporting documentation. If PlayersOnly determines the charges are correct, the Customer must pay the outstanding amounts within 10 days of receiving notification.

4. Restrictions

4.1 Customer’s Responsibilities. The Customer is responsible for all activities occurring under their Users' accounts, unless such activity is caused by a third-party accessing the Customer’s account due to vulnerabilities in the Service itself. The Customer will ensure that Users are aware of and adhere to the obligations and restrictions outlined in this Agreement and will be held responsible for any breach of these terms by its Users

4.2 Use Restriction. The Customer agrees that it will not, and will not permit Users or third parties to, directly or indirectly: (a) modify, copy, translate, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the object code, source code, non-public APIs, or underlying ideas of the Service, except where prohibited by law; (c) sublicense, sell, rent, lease, or transfer the Service to third parties, except as permitted for Authorized Users; (d) remove or alter any proprietary notices, trademarks, or branding from the Service; (e) use the Service in violation of any applicable law or regulation; (f) attempt unauthorized access or interfere with the integrity of the Service, including by introducing viruses, harmful code, or using denial-of-service attacks; (g) use the Service to build or assist in building competitive products or services; (h) test the Service for vulnerabilities. If the Customer or Users use the Service in a way that, in PlayersOnly’s reasonable judgment, threatens the Service's security, integrity, or availability, PlayersOnly may suspend access. PlayersOnly will make reasonable efforts to notify the Customer and allow the opportunity to remedy the issue, limiting the suspension to only the involved accounts.

4.3 Third-Party Applications. The Service may integrate with third-party products or services that are not owned or controlled by PlayersOnly (e.g., GitHub). The Customer may choose to use these third-party applications at their own discretion. If necessary for the Service to function with a third-party application, the Customer must provide their login information to PlayersOnly. The Customer represents that they have the right to provide such information without violating any third-party terms. PlayersOnly does not endorse third-party applications and disclaims all representations and warranties related to them. The Customer will be responsible for any issues with third-party applications and must contact the providers of these applications for warranty claims or support. PlayersOnly will not be liable for any issues related to third-party applications.

5. Terms and Termination

5.1 Agreement Term and Renewals. Subscriptions for access to and use of the PlayersOnly platform start on the date specified in the applicable order form ("Subscription Start Date") and continue for the duration of the Subscription Period. Customers can cancel their subscription at any time via the app, with no written notice required. This will take effect immediately, and the service will be downgraded to the Free Version. The Agreement is effective from the Subscription Start Date and remains in effect for the Subscription Period and any subsequent renewals. The Agreement will also remain in effect for any period during which the Customer continues to use the service, even without a paid subscription ("Term"). If the Customer cancels the subscription, their access will automatically be downgraded to the Free Version, which includes limited features and functionality. If the Customer deletes their account or the Agreement is terminated, they will no longer have access to the Free Version.

5.2 Termination. Customers can cancel their subscription at any time through the app. No written notice is required. If the Customer decides to cancel, their subscription will be downgraded to the Free Version immediately. PlayersOnly reserves the right to discontinue the Free Version at any time without prior notice.

5.3 Effect of Cancellation. If the Customer cancels their subscription due to an unresolved breach by PlayersOnly, the company will refund any unused prepaid fees for the remainder of the Subscription Period. If PlayersOnly cancels the Customer’s subscription due to an unresolved breach by the Customer, the Customer is responsible for paying any unpaid fees for the remainder of the Subscription Period. Cancellation of the subscription does not relieve the Customer from the obligation to pay any outstanding fees for the period prior to the cancellation. Upon cancellation, all access to the PlayersOnly platform will immediately cease. Within 30 days of cancellation or account deletion, PlayersOnly will delete the Customer's account data, including User Submissions and any related information, unless the Customer requests an earlier deletion in writing. Accounts on the Free Version will retain User Submissions and data, but data may be deleted if the account remains inactive for one (1) year or more.

5.4 Survival. The sections titled “PlayersOnly’s Ownership”, “Third-Party Applications”, “Payment Obligations”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data”, and “General Terms” will survive any cancellation or termination of this Agreement.

6. Warranty and Disclaimer

6.1 Warranties. Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.

6.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLAYERSONLY SERVICES AND ALL RELATED FEATURES, COMPONENTS, AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. PLAYERSONLY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT PLAYERSONLY DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR FREE OF ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE CUSTOMER.

7. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PLAYERSONLY WILL NOT BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), UNDER THE FOLLOWING CONDITIONS: (A) PLAYERSONLY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES ARISING FROM INTERRUPTIONS, DELAYS, LOSS OF ACCESS TO THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL, SYSTEM FAILURES OR MALFUNCTIONS, INACCURATE DATA TRANSFERS, SYSTEM INCOMPATIBILITIES, SECURITY BREACHES, OR OTHER OPERATIONAL DISRUPTIONS; AND (C) PLAYERSONLY’S TOTAL LIABILITY FOR ANY DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICE OR PROFESSIONAL SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS WILL APPLY WHETHER OR NOT PLAYERSONLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Confidentiality

8.1 Confidentiality. Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may share business, technical, or financial information related to its operations, which should reasonably be understood as confidential due to the nature of the information or circumstances of disclosure (referred to as “Confidential Information”). PlayersOnly’s Confidential Information includes non-public details about the platform’s features, functionality, and performance. Customer’s Confidential Information includes User Information and User Submissions. This Agreement and any associated terms or orders will be considered the Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without violating confidentiality obligations, (b) was known to the Receiving Party before disclosure without breaching any confidentiality obligations, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the Receiving Party without referencing the Disclosing Party’s Confidential Information.

8.2 Protection and Use of Confidential Information. The Receiving Party agrees to: (a) protect the Disclosing Party’s Confidential Information with the same level of care as it uses to safeguard its own sensitive information, but no less than a reasonable standard of care, (b) limit access to the Confidential Information only to employees, agents, contractors, and other representatives (“Representatives”) who require access to fulfill obligations under this Agreement, ensuring they are bound by confidentiality terms as protective as this Agreement, (c) not disclose the Disclosing Party’s Confidential Information to third parties without prior written consent, except as specified herein, and (d) use Confidential Information solely to meet the obligations outlined in this Agreement. Either party may disclose the terms of this Agreement to potential investors or acquirers, provided those individuals or entities are bound by confidentiality obligations.

8.3 Compelled Access or Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law, provided that: The Receiving Party gives the Disclosing Party advance notice (where legally permitted), The Disclosing Party is given the opportunity to contest the disclosure, and The Receiving Party offers reasonable assistance, at the Disclosing Party’s expense, to prevent or limit such disclosure.

8.4 Feedback. If Customers provide suggestions, comments, or other feedback about the PlayersOnly platform (“Feedback”), such Feedback will not include personal User Information or User Submissions. PlayersOnly may use such Feedback to improve its services. By providing Feedback, the Customer grants PlayersOnly a royalty-free, worldwide, perpetual, irrevocable, and fully transferable right to use, reproduce, modify, and distribute the Feedback without identifying the Customer as its source unless explicitly agreed otherwise.

9. Data

9.1. User Information. When registering or accessing the PlayersOnly platform, users are required to provide certain information, including their name, email address, username, IP address, browser type, and operating system (collectively, “User Information”). By using PlayersOnly, users grant PlayersOnly and its authorized service providers the right to store, process, and retrieve this information as needed for platform functionality. Users represent and warrant that they have the necessary rights to provide this information and authorize its processing. Users are solely responsible for ensuring the confidentiality of their account credentials (such as usernames, passwords, or access tokens) and will be held accountable for any unauthorized activity resulting from their misuse. PlayersOnly reserves the right to access, use, process, display, and distribute User Information as reasonably required to: 1) Provide platform services, 2) Address security, support, or technical issues, 3) Comply with legal obligations, and 4) Perform functions expressly permitted by the user.

9.2 User Submissions. Users may post or share content on PlayersOnly, including but not limited to photos, videos, notes, and other materials (“User Submissions”). Users grant PlayersOnly a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display these submissions to facilitate platform services. Users retain full ownership of their submissions, and no additional rights are implied.

9.3 Service Data. PlayersOnly collects performance-related data generated from interactions on the platform (“Service Data”). This data is anonymized and aggregated, ensuring no personal information or User Submissions are shared with third parties. PlayersOnly retains full ownership of Service Data and may use it to improve services, analyze platform performance, and for other lawful purposes. PlayersOnly will not use Service Data to identify users or associate it with any personal information.

9.4 Data Protection. PlayersOnly employs robust administrative, technical, and physical safeguards to protect User Information and User Submissions (“Customer Data”). While PlayersOnly implements these security measures, users are responsible for maintaining the security and backup of their own devices and data.

10. General Terms

10.1. Publicity. By signing up for and registering on the PlayersOnly platform, you grant PlayersOnly the right to reference your name, logo, trademarks, or service marks in its marketing materials and on its website to showcase your use of the platform.

10.2 Force Majeure. PlayersOnly will not be held liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, strikes (excluding strikes by PlayersOnly employees), power outages, fires, acts of war, terrorism, or actions by governmental authorities.

10.3 Service Changes. The User acknowledges that PlayersOnly is an online platform and may update or modify its features to enhance the User experience. PlayersOnly will not materially reduce the core functionalities of the service without notice. PlayersOnly may amend this Agreement by providing at least 30 days’ notice before changes take effect, with updates to the Agreement posted on the PlayersOnly website.

10.4 Relationship of Parties. The parties are independent contractors. This Agreement does not establish a partnership, joint venture, agency, or employment relationship between the parties.

10.5 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties involved. No third party may enforce any provisions of this Agreement.

10.6 Communication and Notices. All notices and communications required or permitted under this Agreement will be in writing and will be effective when sent or delivered. Notices to PlayersOnly should be sent to the following email: info[@] playersonly.io. Notices to the User should be sent to the email address provided during registration.

10.7 Amendments and Waivers. Any modification to this Agreement must be agreed upon in writing by both parties. No delay or failure by either party to enforce its rights will constitute a waiver of those rights.

10.8 Assignment. Neither party may transfer its rights or obligations under this Agreement without prior written consent, except that PlayersOnly may assign this Agreement without consent as part of a merger, acquisition, or sale of its assets. Any unauthorized assignment is void.

10.9 Assignment. Neither party may transfer its rights or obligations under this Agreement without prior written consent, except that PlayersOnly may assign this Agreement without consent as part of a merger, acquisition, or sale of its assets. Any unauthorized assignment is void.

10.10 Governing Law & Venue. This Agreement is governed by the internal laws of the State of Delaware, excluding conflicts of laws principles. Any disputes arising under this Agreement will be resolved exclusively in the state or federal courts located in Kent County, Delaware. Both parties consent to this jurisdiction and waive the right to a jury trial in any related litigation.

10.11 Entire Agreement. This Agreement, including any referenced pages or additional agreements, constitutes the entire understanding between the parties and supersedes all prior agreements or representations, whether written or oral, relating to its subject matter.