RAPSODO TERMS AND CONDITIONS OF USE

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

These Terms and Conditions of Use (as the same are hereafter amended, supplemented or replaced,
the “Agreement” or “Terms”) govern your access to, and use of, the System and/or the applicable
data storage allotment as set forth in your purchase order or at the applicable Membership (defined
below) level. Please read the Terms carefully before using the System as it is a legally binding
contract between you and us. You will be prompted to, and must, agree to the then-current Terms
when you first access the App(s); provided, however, that your access and use of the System
(regardless of whether an account is actually created or you are presented with these Terms)
constitutes your agreement to the Terms. By using the System, you represent and warrant you have
complied and will comply with all obligations in these Terms. Any modifications to these Terms
will be effective immediately upon posting of the updated Terms to the App(s) or our website at https://rapsodo.com/pages/terms-of-use-mlm. Your continued use of the System following a notice
of updated Terms constitutes your acceptance to be bound by any changes.

AUTHORIZED TO ACCESS OR USE THE SYSTEM IF YOU DISAGREE WITH ALL OR ANY PART OF THE TERMS.

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

PLEASE READ THIS AGREEMENT CAREFULLY.

Rapsodo sports monitors use high speed cameras in conjunction with radar to take pictures and/or
video of a ball during or at contact and during flight and uses images and image processing
algorithms. This data is presented via a Rapsodo application on a Personal Computer, a mobile
tablet, smartphone or other capable electronic devices. This data is uploaded to and stored by
Rapsodo and may be accessed and viewed via the App(s). The data may include information
beyond what is measured including but not limited to geographical position of the user, video of
the action (e.g., swing or pitch) and the user, time and other relevant data.

The System is only intended for use by those over the age of 18. By accessing the System, you
represent and warrant to us that (i) you are an individual at least 18 years old and of legal age to
form a binding contract; (ii) all registration information you submit is accurate and truthful and
you will maintain the accuracy of such information; and (iii) you are legally permitted to use and
access the System and take full responsibility for your access, selection and use of the System. If
you are under the age of 18 or are not old enough to have authority to agree to our Terms in your
country or territory, you may only use the System with the supervision and consent of a parent or
guardian with the authority to bind you, and agrees to be bound and to bind you, to this Agreement.
You agree to follow all laws related to the use of the System for anyone under the age of 18, you
agree to fully indemnify Rapsodo from all claims related to use of the System by or for anyone
under the age of 18.
Personal Use ONLY. Unless expressly authorized by Rapsodo, the System is made available for
your personal, non-commercial use only, and you may not use the System for commercial reasons,
including, as a non-limiting example, to provide or enhance services provided by or on behalf of
you to other individuals. If you would like to use the System in a commercial setting or on a
commercial basis, please contact us Rapsodo as set forth in Section 19 below.

In order to access or use the System you may be required to create an account (“Account”) and
become a “Member” of the System. During the registration process you will be required to provide
certain information and establish a username and a password. You agree to provide accurate,
current and complete information during the registration process and at other times when you use
the System and to update such information to keep it accurate, current and complete. Rapsodo
reserves the right in its sole discretion to refuse to keep Accounts for, or provide services to, any
person. Rapsodo reserves the right to suspend or terminate your Account if any information
provided during the registration process or at other times proves to be inaccurate, not current or
incomplete. You are responsible solely responsible for safeguarding your password and Account.
You agree not to disclose your password to any third party and to take sole responsibility for any
activities or actions under your Account, whether or not you have authorized such activities or
actions. You will immediately notify Rapsodo of any unauthorized use of your Account. You agree
that you will maintain no more than one (1) Account per person.
Some portions of the System are restricted and require authorization for access. Unauthorized use
of or access to these areas is prohibited. Actual or attempted unauthorized use of or access to such
areas may result in criminal and/or civil prosecution. Attempts to access such areas without
authorization may be viewed, monitored and recorded and any information obtained may be given
to law enforcement organizations in connection with any investigation or prosecution of possible
criminal activity on this system. If you are not an authorized user of such areas or do not consent
to continued monitoring, you should not attempt to access such areas.

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

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

Payment. You agree to pay all fees or charges to your Account in accordance with the fees,
charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide
Rapsodo with valid credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal
account, or other acceptable third-party payment account (e.g., via the Apple Store) (“Payment
Provider”), or purchase order information as a condition to signing up for the System. Your
Payment Provider agreement governs your use of the designated credit card or account, and you
must refer to that agreement and not this Agreement to determine your rights and liabilities. By
providing Rapsodo with your credit card number or Payment Provider account and associated
payment information, you agree that Rapsodo is authorized to immediately invoice your Account
for all fees and charges due and payable to Rapsodo hereunder and that no additional notice or
consent is required. You agree to immediately notify Rapsodo of any change in your billing address
or the credit card or Payment Provider account used for payment hereunder. Rapsodo reserves the
right at any time to change its prices and billing methods, either immediately upon posting on or
through the System or by e-mail delivery to you. Except as set forth in these Terms or required by
applicable law, all fees are non-refundable.
Taxes. Rapsodo’s fees are net of any applicable Sales Tax. If any portions of the System, or
payments for any goods or services, under these Terms are subject to Sales Tax in any jurisdiction,
you will be responsible for payment of such Sales Tax, and any related penalties or interest and
will indemnify Rapsodo for any liability or expense Rapsodo may incur in connection with such
Sales Taxes. For purposes of this Agreement, “Sales Tax” shall mean any sales or use tax, and
any other tax measured by sales proceeds, that Rapsodo is permitted to pass to you that is (a) the
functional equivalent of a sales tax and (b) the applicable taxiing jurisdiction does not otherwise
impose a sales or use tax. Rapsodo may automatically charge and withhold such taxes for orders
to be delivered to addresses within any jurisdictions that it deems is required.
Billing Disputes. You must notify Rapsodo in accordance with Section 18 in writing within seven
(7) days after receiving your credit card statement, if you dispute any of our charges on that
statement or such dispute will be deemed waived.

You must have a compatible device to use or access portions of the System and/or the App(s). We
do not guarantee that the System will be compatible with, or available on, your device. Further,
normal messaging, data, and other rates and fees may apply, which you are solely responsible for
paying. You must comply with all applicable third-party terms of service when using the App(s).
Each Account is for the exclusive use of the Member. You are solely responsible for maintaining
the confidentiality of your password, and for restricting access to your account. Be aware that you
represent the information that you supply to Rapsodo, so please ensure that the information is
complete and accurate.
Only Members with paid or premium memberships may have full access to the App(s). Members
are not allowed to link to, give third parties access to, or otherwise provide access to the System
or any information contained thereon to third parties. Any unauthorized use or abuse by you may
result in the termination of your Account and access to the System. Rapsodo reserves the right to
terminate accounts or remove or edit content, in our sole discretion.
We may modify these Terms at any time with or without notice. We recommend that you check
these terms and conditions regularly. If you choose to continue to use the System, you agree that
by doing so you accept the new terms and conditions. If you do not agree to be bound by the
modified Terms, then you cannot use the System anymore.
Without in any way limiting the other conditions and restrictions of use contained in these Terms,
you agree not to (and will not permit any third party to):
• Use the System in any way, including by posting, uploading, publishing, submitting or
transmitting any content (including any links thereto), that: (A) infringes, misappropriates
or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other
intellectual property rights, or rights of publicity or privacy; (B) violates, or encourages
any conduct that would violate, any applicable law or regulation or would give rise to civil
liability; (C) is fraudulent, false, misleading or deceptive; (D) is defamatory, obscene,
pornographic, vulgar or offensive; (E) promotes discrimination, bigotry, racism, hatred,
harassment or harm against any individual or group; (F) is violent or threatening or
promotes violence or actions that are threatening to any other person; or (G) promotes
illegal or harmful activities or substances;
• Use, display, mirror or frame the App(s) display;
• Access, tamper with, or use non-public areas of the App(s), Rapsodo’s computer systems,
or the technical delivery systems of Rapsodo’s providers;
• Attempt to probe, scan, or test the vulnerability of any Rapsodo system or network or
breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any
technological measure implemented by Rapsodo or any third party (including another user)
to protect the System or the content stored or displayed thereon;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used
to provide the System;
• Interfere with, or attempt to interfere with, the access of any user, host or network;
• Conduct or attempt to conduct any benchmarking or other performance testing of the
App(s);
• Attempt to gain unauthorized access to any portion of the System, other accounts, computer
systems or networks connected to any server or to any of the website through hacking,
password mining or any other means;
• Obtain or attempt to obtain any materials or information through any means not
intentionally made available through the System;
• Use data mining, robots, screen scraping or similar data gathering and extraction tools on
the System;
• Use any metatags or any other “hidden text” utilizing our name, service or trademarks or
trade dress without our express written consent;
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights
of privacy and publicity) of others;
• Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted
files, or any other similar software or programs that may damage the operation of another’s
computer or property of another;
• Harvest or otherwise collect information about others, including but not limited to e-mail
addresses;
• Use the System in connection with surveys, contests, pyramid schemes, chain letters, junk
email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
• Direct traffic, post links, advertise, or engage in any similar conduct related to other
websites, companies, competitors, or services;
• Use the System if you are not able to form legally binding contracts; or
• Encourage or enable any other individual to do any of the foregoing.

With respect to any App(s) accessed through or downloaded from the Apple App Store, Google
Chrome Web Store, Google Play marketplace, the Samsung Apps marketplace, Amazon Skills
Store or any similar store or marketplace (each, an “App Store” and references to an App Store
include the corporate entity and its subsidiaries making such App Store available to you), you
agree to comply with all applicable third-party terms of the relevant App Store (e.g., Apple App
Store’s “Usage Rules”) (the “App Store Terms of Service”) when using the App(s). You
acknowledge and agree that the availability of certain components of our System are dependent on
a third-party App Store from which you received the App(s). You acknowledge that these Terms
are between you and Rapsodo and not with the App Store. In order to use some aspects of the
System, you must have access to a wireless network, and you agree to pay all fees associated with
such access. You also agree to pay all fees (if any) charged by the App Store in connection with
the System. You agree to comply with, and your right to use the System is conditioned upon your
compliance with, all applicable third-party terms of agreement (e.g., the App Store Terms of
Service) when using the System. You acknowledge that the App Store (and its subsidiaries) are
third party beneficiaries of these Terms and will have the right to enforce them.
Apple App Store. This Section applies if you accessed or downloaded our App(s) or other portions
of the System from the Apple, Inc. (“Apple”) App Store:
• You acknowledge and agree that this Agreement is between you and Rapsodo and not with
Apple or any other provider of the Apple App Store. Rapsodo and its third-party providers
are solely responsible for the App(s) and the content thereof.
• Your right to use the App(s) is limited to use on any Apple-branded products that you own
or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms
and Conditions.
• The Apple App Store provider has no obligation to provide any maintenance and support
service with respect to the App(s). Rapsodo is solely responsible for any warranties,
whether express or implied by law, to the extent not effectively disclaimed. The Apple App
Store provider will have no warranty obligation whatsoever with respect to the App(s), and
any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure
to conform to any warranty will be the sole responsibility of Rapsodo.
• Rapsodo and/or its third party providers, not Apple, is responsible for addressing any
claims you or any third party may have relating to the App(s) or your possession and/or
use of the App(s), including, but not limited to: (i) product liability claims; (ii) any claim
that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims
arising under consumer protection or similar legislation; and/or (iv) intellectual property
infringement claims.
• You represent and warrant that you are not (i) located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a “terrorist
supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted
parties.
• You must comply with applicable third-party terms of agreement when using the App(s).
• Apple and its subsidiaries are third party beneficiaries of this Agreement, and, upon your
acceptance of these this Agreement, Apple from will have the right (and will be deemed to
have accepted the right) to enforce this Agreement against you as a third-party beneficiary
thereof.
Android Devices. This Section applies if you accessed or downloaded our App(s) or other portions
of the System for use on an Android-powered mobile device (each an “Android App”):
• You acknowledge that these Terms apply to you and Rapsodo only, and not Google, Inc.
(“Google”);
• You agree that your use of our Android App will comply with Google’s then-current
Android Market Terms of Service;
• You acknowledge that Google is only a provider of the Android Market where you
obtained the Android App, and that we, and not Google, are solely responsible for our
Android App and the services and content available thereon and Google has no obligation
or liability to you with respect to our Android App or these Terms; and
• You acknowledge and agree that Google is a third-party beneficiary to these Terms as they
relate to our Android App.

Use of the App(s) and the functions and services available thereon are (and other aspects of the
System may be) billed on a subscription basis (“Membership(s)”). You will be billed in advance
on a recurring, periodic basis (each, a “billing cycle”). Billing cycles are based on the membership
selected and may be monthly, annual, or another time basis. Your Membership will automatically
renew at the end of each billing cycle and your account will be charged for any automatic renewal
within the final twenty-four (24) hours of your Membership. For App Store purchases, your
payment will be charged to your Apple Account if available.
You may be notified when your data storage has reached your subscribed limit. Unless otherwise
stated, you will be required to pay for additional storage or to permanently delete certain existing
content stored by Rapsodo once your data storage limits are reached. Failure to subscribe for
additional data allotment or to remove existing media may result in certain services or functions
being limited, suspended, or terminated (subject to applicable legal requirements), which may
result in a loss of your data associated with that service.
You acknowledge and agree that the internet, and communications over it, may not be absolutely
secure and that connecting to it provides the opportunity for unauthorized access to computer
systems, networks, and all data stored therein. Data transmitted through the internet or stored on
any equipment through which data is transmitted may not remain confidential. All facilities used
to store and process any customer data will adhere to reasonable security standards. Except as
expressly set forth herein, Rapsodo does not make any representation or warranty regarding
privacy, security, authenticity, or non-corruption or destruction of any such data.
Cancellation. You can cancel your Membership at any time, and you will continue to have access
to the service through the end of your billing period. If you cancel your Membership or change
Membership levels, you will lose access to any functionality, features, or content that requires a
Membership (or specific Membership level) at the end of your current billing period.
No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used
Membership periods. Following any cancellation, however, you will continue to have access to
the service through the end of your current billing period. At any time, and for any reason, we may
provide a refund, discount, or other consideration to some or all of our members (“credits”). The
amount and form of such credits, and the decision to provide them, are at our sole and absolute
discretion. The provision of credits in one instance does not entitle you to credits in the future for
similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Lifetime Membership are Memberships lasting for the entire lifetime of the subscribed App or
product. Paid lifetime Memberships start on the day the payment is received by Rapsodo and expire
upon the earlier of the termination of this Agreement or when the relevant App or Product is
discontinued. Premium services are not included in lifetime Memberships, but may be purchased
for an additional fee. For the avoidance of doubt, lifetime Memberships are nonassignable and
nontransferable.

Rapsodo Content. All copyright, trademarks, design rights, patents and other intellectual property
rights (registered and unregistered) in, to and on the System belong to Rapsodo or applicable third
parties.
During your Membership period, you may use the App(s) to access the data generated by the
System pursuant to the Terms. Rapsodo retains all right, title, and interest in and to the System and
any service made available to you in connection therewith, including without limitation all
software used to provide such services and all logos and trademarks reproduced through such
services, and you are not granted any intellectual property rights in such services, the System or
any of its components.
You acknowledge and agree that the System, any necessary software used in connection with the
System, and any content or data included therein (the “Rapsodo Content”) contain proprietary
and confidential information that is protected by applicable intellectual property and other laws.
We grant you a limited, revocable, personal, non-transferable, non-sublicensable, and non-
exclusive right during your Membership period to access and use the System and the Rapsodo
Content solely for your personal use in accordance with these Terms. The System is intended only
for your personal, non-commercial use. You may not use the System to sell a product or service,
increase traffic to your or any third-party website for commercial reasons, such as advertising
sales, or otherwise undertake any endeavor aimed at deriving revenue. You may only use the
System for legally permitted purposes. We make no representations or warranties as to the
accuracy, reliability, completeness or timeliness of any content available through the System, and
we make no commitment to update such content.
User Content. In your use of the System, you may create content using the System (the “User
Content”). You retain sole responsibility for all User Content, and you represent and warrant that
you are the sole or complete owner of all data, information and content within the User Content,
or otherwise have the right to grant the rights and licenses set forth herein. Notwithstanding the
foregoing, you hereby and agree to irrevocably assign to Rapsodo all rights, title, and interest in
and to any User Content you provide to Rapsodo through the App(s) or otherwise (the “Assigned
Content”). Without limiting the foregoing, Rapsodo may, on a royalty-free basis, use, host, store,
cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise),
distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the
requirements of any networks, devices, services, or media through which the App is available),
sell, commercialize, create derivative works of, and otherwise exploit such Assigned Content, to
the maximum extent permitted by applicable law. For the avoidance of doubt, Rapsodo may, and
you hereby grant to Rapsodo all rights to, on a royalty-free basis, (1) repost, feature, publish, copy,
distribute, sublicense, reference, or link-to the and otherwise use and exploit the Assigned Content,
and any and all content therein, for advertising, publicity, and commercial purposes; and (2)
publicize your association with Rapsodo, including in promotional materials and advertising for
attribution and distribution. You acknowledge and agree that: (a) we have the right to arrange the
posting of User Content in any way we desire; (b) we have no obligation to provide you with any
credit when using your User Content; and (c) you are not entitled to any compensation or other
payment from us in connection with the use of your User Content. We grant you a limited,
revocable, personal, non-transferable, non-sublicensable, and non-exclusive right during your
Membership period to access and use the Assigned Content solely for your personal use in
connection with the System and in accordance with these Terms.
When you install the App(s), you may be asked to allow access to your device’s location data. If
you grant such permission, we may collect information about your location and may use that
information to customize the System with location-based information and features.
We reserve the right to monitor, remove or modify User Content for any reason and at any time,
including User Content that we believe violates these Terms.
Upon termination of your Membership, Rapsodo may continue to store your User Content and/or
the Assigned Content, but you will not be able to access it. If you re-subscribe within sixty (60)
days after the date of termination, Rapsodo will use commercially reasonable efforts to restore
your historical User Content to your Account (subject to available data storage limit / Membership
level).
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to
Rapsodo (“Feedback”) is at your own risk and that Rapsodo has no obligations (including without
limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant
that you have all rights necessary to submit the Feedback. You hereby grant to Rapsodo a fully
paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right
and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create
derivative works of, and otherwise commercially or non-commercially exploit in any manner, any
and all Feedback, and to sublicense the foregoing rights, in connection with the operation,
maintenance and improvement of our System.

Rapsodo Data. We collect Rapsodo data from your use of the System. For example, we collect
multiple points of pitch data (such as pitch velocity, spin rate and tilt axis) and analyze and present
that data in multiple ways, including strike-zone analysis, horizontal and vertical break and 3D
trajectory. Depending upon the sports monitor used, we will collect other similar types of data.
This data is linked to your Account and made available for review in the App(s) during your
Membership period.
We primarily use your Rapsodo data for statistical purposes (aggregated and de-identified data)
where we do not reveal your identity. There are certain circumstances, however, where we use
personal information. See, our Privacy Policy identified below.
Following termination of your Account, or if you remove any User Content from the System, we
may retain your User Content for a commercially reasonable period of time for backup, archival,
or audit purposes, or as otherwise required or permitted by law. Additionally, Rapsodo may use
your Rapsodo data, in perpetuity, for research and System development purposes. Accordingly,
note that the above license to your User Content continues even if you stop using the System.
Personal Data. Your privacy is very important to us. Please review the Rapsodo Privacy Policy
(which can be found at http://rapsodo.com/privacy-policy/, and is incorporated herein, in its
entirety, by this reference). This document discloses how we collect, protect, use and share your
information with others.
UPON TERMINATION OF YOUR MEMBERSHIP, RAPSODO SHALL HAVE NO FURTHER
OBLIGATION TO STORE, OR MAKE AVAILABLE TO YOU, YOUR RAPSODO DATA OR
PERSONAL DATA GATHERED BY RAPSODO IN CONNECTION WITH YOUR
MEMBERSHIP.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, RAPSODO EXPRESSLY DISCLAIMS
ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND,
WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT, INCLUDING IN AS IT RELATES TO THE SYSTEM, THE RAPSODO
CONTENT, AND THE APPS. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE
LAW THE SYSTEM AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” WITH ALL FAULTS BASIS AND AT YOUR OWN RISK. Without limiting the
foregoing, you understand that, to the maximum extent permitted by applicable law, we make no
warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of
any of the System or Rapsodo Content. To the maximum extent permitted by applicable law, we
do not warrant that (A) the System will meet your requirements, (B) the operation of the System
will be uninterrupted, timely, virus- or error-free or free from other harmful elements, or (C) errors
will be corrected. Any oral or written advice provided by our agents or us does not and will not
create any warranty or obligations of Rapsodo. To the maximum extent permitted by applicable
law, we also make no representations or warranties of any kind with respect to content; User
Content, in particular, is provided by and is solely the responsibility of the user(s) providing that
User Content. You therefore expressly acknowledge and agree that use of the System is at your
sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with
you.

If your delivery is incomplete or damaged in transportation, please contact without delay our
customer service support@rapsodo.com or call 844.772.7763 (Toll Free Number USA) for
assistance.
We only accept returns consistent with our Return Policy available at
. If you have bought the Rapsodo product for your own
private use as a consumer and want to exercise your right to cancel the contract and return the
hardware please review our Return Policy for terms, conditions, and limitations of any return.
No Refunds. Except as provided in the Return Policy, payments are nonrefundable and there are
no refunds or credits given. At any time, and for any reason, we may provide a refund, discount,
or other consideration to some or all of our members (“credits”). The amount and form of such
credits, and the decision to provide them, are at our sole and absolute discretion. The provision of
credits in one instance does not entitle you to credits in the future for similar instances, nor does it
obligate us to provide credits in the future, under any circumstance.

Release. To the extent permitted by applicable law, you hereby release Rapsodo and its parents,
subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively,
the “Rapsodo Parties”) from claims, demands and damages (actual and consequential) of every
kind and nature, known and unknown, arising out of or in any way connected with your use or
reliance on the System for any purpose pursuant to the disclaimers of these Terms. If you are a
California resident, you waive California Civil Code 1542, which says: “A general release does
not extend to claims which the creditor does not now or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his settlement with
the debtor.” If you are a resident of another state with a similar law, you hereby make a similar
waiver.
Indemnification. To the maximum extent permitted by applicable law, you agree to defend,
indemnify, and hold the Rapsodo Parties harmless from any and all loss, damage, or expense
(including legal fees reasonably incurred in the defense of any claim) attributable to or arising out
of: (A) your User Content; (B) your use of the System; (C) your athletic activities in connection
with the System; (D) your connection to the App or the System; (E) your actual or alleged violation
of these Terms; (F) your use or misuse of Hardware; (G) any violation of the rights of any other
person or entity by you, including your infringement or violation of any intellectual property,
proprietary, or privacy rights of any third party; (H) any location data which may be shared by you
through the System; or (I) injury to person or property arising from acts of negligence, bad faith,
willful misconduct or reckless disregard by you. We reserve the right, at your expense, to assume
the exclusive defense and control of any matter for which you are required to indemnify us under
the Terms, and you agree to cooperate with our defense of these claims.

To the maximum extent permitted by applicable law, under no circumstances (including, without
limitation, its own negligence) shall any the Rapsodo Party be liable to you or any third party for:
(A) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of
any kind whatsoever, whether arising in contract, tort (including negligence) or otherwise, even if
we are aware of the possibility of such loss or damages; (B) loss of profits, revenue, data, use,
goodwill, or other intangible losses; (C) damages relating to your access to, use of, or inability to
access or use the System; or (D) damages relating to any conduct or content of any third party or
athlete using the System. To the maximum extent permitted by applicable law, this limitation
applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether
or not Rapsodo has been informed of the possibility of such damage, and further where a remedy
set forth herein is found to have failed its essential purpose. To the maximum extent permitted by
applicable law, the total, cumulative liability of Rapsodo, for all claim under these Terms,
including for any implied warranties not expressly disclaimed herein (or for which such disclaimer
may be ineffective), is limited to the greater of One Hundred Dollars ($100.00) or the amount you
have actually paid to Rapsodo for the Hardware and use of the System over the prior twelve (12)
months from the date of the claim. The existence of multiple claims does not modify or enlarge
the limit, to the fullest extent permitted by applicable law.
In particular, to the extent permitted by applicable law, we are not liable for any claims arising out
of: (A) your use of the System (including but not limited to your participation in any activities
promoted by the System); (B) the use, disclosure, display, or maintenance of your personal data
and/or User Content; (C) any other interactions with us or any other person using the Systems,
even if we have been advised of the possibility of such damages; (D) your reliance or any actions
you take in reliance on the System, User Content, or Rapsodo Content; or (E) other content,
information, services or goods received through or advertised on the System (including the Apps).
To the extent permitted by applicable law, you acknowledge and agree that we offer the System
and set the price(s) therefor in reliance upon the warranty disclaimers, releases, and limitations of
liability set forth in the Terms. To the extent permitted by applicable law, you also acknowledge
and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable
and fair allocation of risk between you and us and that these warranty disclaimers, releases, and
limitations of liability form an essential basis of the bargain between you and us. We would not be
able to provide the System to you on an economically reasonable basis without these warranty
disclaimers, releases, and limitations of liability.
If you are a resident of California: You waive your rights with respect to California Civil Code
Section 1542, which says “a general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which, if known by him
must have materially affected his settlement with the debtor.”

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

Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of
Delaware and controlling U.S. federal law as applicable, without regard to its conflict of law
principles.
Waiver of Class Action
To the maximum extent permitted by applicable law, you and Rapsodo agree that any dispute
resolution proceedings will be conducted only on an individual basis and not in a class,
consolidated or representative action.
Dispute Resolution
If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot
be settled through direct discussions, the parties agree to endeavor first to settle the dispute by
mediation administered by the American Arbitration Association under its Commercial Mediation
Procedures before resorting to arbitration. The parties further agree that any unresolved
controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled
by arbitration administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
Claims for a matter in controversy of less than or equal to $5,000 shall be heard by a single
arbitrator. Claims for a matter in controversy of greater than $5,000 shall be heard by a panel of
three arbitrators. Within fifteen (15) days after the commencement of arbitration, each party shall
select one person to act as arbitrator and the two selected shall select a third arbitrator within ten
days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon
the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.
In all cases, the place of arbitration shall be remote from Wilmington, Delaware unless the parties
agree to an alternative location. The arbitration shall be governed by the laws of the State of
Delaware. Depositions shall be limited to a maximum of 1 per party and shall be held within 30
days of the making of a request and shall be held telephonically. Additional depositions may be
scheduled only with the permission of the arbitrator(s), and for good cause shown. Each deposition
shall be limited to a maximum of 4 hours duration. The arbitration will be based on the submission
of documents and there shall be no in-person or oral hearing. Time is of the essence for any
arbitration under this agreement and arbitration hearings shall take place within 90 days of filing
and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting
appointment. The arbitrator(s) will have no authority to award punitive or other damages not
measured by the prevailing party’s actual damages, except as may be required by statute. The
arbitrator(s) shall not award consequential damages in any arbitration initiated under this section.
Any award in an arbitration initiated under this clause shall be limited to monetary damages and
shall include no injunction or direction to any party other than the direction to pay a monetary
amount. The standard provisions of the Commercial Rules shall apply. Arbitrator(s) will have the
authority to allocate the costs of the arbitration process among the parties, but will only have the
authority to allocate attorneys’ fees if a particular law permits them to do so or as otherwise
provided herein. The award of the arbitrator(s)shall be accompanied by a reasoned opinion. Except
as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or
results of any arbitration hereunder without the prior written consent of both parties. The parties
agree that failure or refusal of a party to pay its required share of the deposits for arbitrator
compensation or administrative charges shall constitute a waiver by that party to present evidence
or cross-examine a witness. In such event, the other party shall be required to present evidence and
legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not
allow for a default judgment against the non-paying party in the absence of evidence presented as
provided for above.
You also acknowledge and understand that, UNLESS YOU PROVIDE US NOTICE PURSUANT
TO SECTION 19 THAT YOU ARE OPTING OUT OF THESE PROVISIONS WITHIN THIRTY
(30) DAYS AFTER FIRST ORDERING OR USING THE SYSTEM, YOU GIVE UP YOUR
RIGHT TO GO TO COURT TO ASSERT OR DEFEND ANY CLAIMS BETWEEN YOU AND
RAPSODO. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION
OR OTHER CLASS PROCEEDING. Without limiting the foregoing, with respect to any dispute
with us arising out of or relating to your use of the System:
• You are giving up your right to have a trial by jury;
• You are giving up your right to serve as a representative, as a private attorney general, or
in any other representative capacity, or to participate as a member of a class of claimants,
in any lawsuit involving any such dispute; and
• You must file any claim within one (1) year after such claim arose or it is forever barred.
If this arbitration provision is found (in a final, non-appealable order) by a court of competent
jurisdiction to be null and void, then all disputes arising under the Terms between us will be subject
to the jurisdiction of the state and federal courts located in Wilmington, Delaware, and you and we
hereby submit to the personal jurisdiction and venue of these courts.
This agreement to arbitrate will not preclude you or Rapsodo from seeking provisional remedies
in aid of arbitration, including without limitation orders to stay a court action, compel arbitration
or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement
to arbitrate will not preclude you or Rapsodo from: (A) applying to the appropriate court of
competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim
or conservatory relief, as necessary; or (B) seeking relief in any state or federal court for disputes
related to a violation or possible violation of Rapsodo’s intellectual property rights.

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

Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency
relationship exists between you and us as a result of the Terms or your use of the System. The
Terms constitute the entire agreement between you and us with respect to your use of the System.
Waiver/Severability. Our failure to exercise or enforce any right or provision of the Terms does
not constitute a waiver of such right or provision. If any provision of the Terms is found by a court
of competent jurisdiction to be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties’ intentions as reflected in the provision, and the other
provisions of the Terms remain in full force and effect.
Assignment. You may not assign, delegate, or otherwise transfer your account or your obligations
under these Terms without our prior written consent. We have the right, in our sole discretion, to
transfer or assign all or any part of our rights under these Terms and will have the right to delegate
or use third-party contractors to fulfill our duties and obligations under these Terms and in
connection with the System.
Compliance with Laws. You agree to comply with all applicable governmental laws, ordinances,
rules, and regulations related to the retention of records. Under no circumstances will we be liable
to you for your failure to retain necessary records, nor will our (non-)retention of records act to
alleviate your duty under the law.
Third-Party Beneficiaries. Except as expressly provided herein, nothing in these Terms is
intended to confer upon any third-party any rights, remedies, obligations, or liabilities.
Recovery of Attorney Fees. If we must enforce these Terms or prevail in any action, suit, or
proceeding arising from or based upon the Terms, we shall be entitled to recover our reasonable
attorneys’ fees in connection therewith in addition to court costs and other fees and disbursement
incurred in such action, suit, or proceeding.
Conflict with Law. These Terms are enforceable to the maximum extent allowable by applicable
law, and with the respect to the Apps, the maximum extent allowable pursuant to the terms and
conditions imposed on us as an App developer.
Headings/Interpretation. The headings in this TOU are for convenience only. The heading of
any section shall not affect the interpretation of any provision of the rights or obligations of the
parties.
Force Majeure. Rapsodo shall not be liable for any delay or failure to perform resulting from
causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism,
riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labor or materials, telecommunications, or utilities.
Notice. Our notice to you via email, regular mail (in either instance at the last address provided
for your Account), or notices or links displayed in connection with the App(s) constitutes
acceptable notice to you under the Terms. We are not responsible for your failure to receive notice
if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail
to update your email address. Notice will be considered received forty-eight hours after it is sent
if transmitted via email or regular mail. In the event that notice is provided via links displayed in
connection with the App(s), then it will be considered received twenty-four hours after it is first
displayed.
You may notify us using the following contact information:
Rapsodo Inc.
400 S Woods Mill Rd., Suite 150
Chesterfield, MO 63017
Last Updated: November 21, 2024