what are the security risks in the following terms of service:
TERMS OF SALE, ACCESS AND USE
INTRODUCTION.

The website, mobile application, emailed quote, or order form (collectively the “Site”) from which these Terms of Sale, Use and Access (“Terms”) are linked are owned and controlled by Repetix, Inc. and all our current and future subsidiaries, affiliates, successors and assigns, and may be operated with the assistance of third parties (collectively referred to as “Repetix,” "we," "us," or similar terms). Your use of this Site and/or your submission of a request for a quote or acceptance of a purchase order for and/or use of one of our Products or Services (described further below) constitutes your agreement to these Terms. “You,” “your,” visitor,” or “user” means the individual accessing this Site or one of our Products or Services. You and Repetix are sometimes referred to as “Parties”. 

 

We may change these Terms at any time, and by using this Site, submitting a purchase order, or using one of our Products or Services, you agree to the most current version of the Terms and any and all future changes. We encourage you to visit this page periodically to review the Terms. There may be additional terms and conditions applicable for your use of certain of our Products or Services in our sales contract or as set forth below, including terms for purchases of hardware and access to networks and systems. To the extent those terms and conditions are more specific or conflict with the general sections of Terms, the more specific terms and conditions will apply to those Products and Services.

 

GENERAL TERMS.

These sections of Terms apply to all users of the Site and all Products and Services Content and Limits on Use. We provide this Site as a service to our visitors. Unless otherwise noted, all Site content and functionality, including images, illustrations, designs, icons, photographs, video clips, software, and written and other content that are part of this Site, including all copyright, trademark, patent, and any other intellectual property rights therein (collectively, the "content") is owned or licensed by us. Any images posted on your social media with our devices and your team and/or players are available for use to share on our social media or as a link on our website. When you download or print a copy of the content you must include all copyright, trademark, and other notices that appear within the Site, including the copyright notice on the bottom of the page. No right, title or interest in any downloaded or copied content is transferred to you as a result of any such downloading or copying or any other use. If you believe any content appearing on the Site, whether posted by us or by another visitor, violates

the copyright or other proprietary rights of a third party please notify us immediately, specifically identifying the content in question and the web page on which it appears, as well as the true copyright owner and any supporting information, and we will take appropriate action.

 

User Comments, Feedback And Other Submissions. Repetix may solicit from you and you may submit to Repetix comments, ideas, or other feedback concerning the Site, Products and Services (“comments”). You hereby assign (and assign on behalf of any users of our Products or Services who receive rights to use or access through you) to Repetix, and Repetix is deemed to own, all right in any comments, including all copyright or other intellectual property rights therein. Providing your comments to us constitutes an assignment to Repetix of all worldwide right, title and interest in and to all copyrights and other intellectual property rights in the comments. In the event applicable law prohibits such assignment of the intellectual property rights in the comments, you hereby grant us an exclusive, perpetual, royalty-free, worldwide, license to use, copy, distribute, modify, sublicense, assign, and create derivative works involving the comments. All comments are deemed non-confidential, and we are not under any obligation to reply to any comments. you grant us the right to use your name in connection with the submitted comments and in connection with all advertising, marketing and promotional activity.

 

User Rules. you agree to follow the rules listed below:

You will not knowingly provide or post any false, misleading, or fraudulent information.
You will not use this Site or any of our Products or Services for any illegal purpose, nor will you provide or post any material or information in violation of any applicable law or regulation.
All information provided or posted by you must be original to you, and not violate the copyright or other proprietary rights of any third party.
Information provided or posted by you must not violate the rights of any third party, including trade secret or privacy rights. In addition, information provided or posted by you must not be defamatory, harassing, offensive, threatening, obscene, or otherwise inappropriate or disruptive.
You will not hold yourself out as someone you are not or otherwise impersonate any other person.
You will not interfere or tamper with the functioning of this Site or any of our Products or Services, nor will you attempt to gain access to information or control of the Site not specifically granted to you.
You will not use this Site or any product or service to transmit any spyware, virus or similar destructive program or code.
You will not compile any database or list of other Site visitors, nor will you use this Site or any product or service to facilitate the sending of any spam (unsolicited emails). In no event will you send emails that would violate the CAN-SPAM act in any way.
You will not access or attempt to access any restricted portion of this Site or any product or service unless you have specifically been granted access.
You will abide by any other rules for participation in any newsgroups, chat rooms, forums or similar features on this Site. Without limiting this, you will not post advertisements in newsgroups, chat rooms, or forums in violation of the terms of participation for such newsgroups or forums, or on topics not intended for such newsgroups, chat rooms or forums.
 

Your Account and Data Safety. When and if you use the Site, it is your sole responsibility to restrict access to your computer and to maintain the confidentiality of your email address, password and any other account identifiers related to any personal account you created on the Site, if any (the "Account"), if any. you also agree to accept sole responsibility for any and all activity that occurs under your Account. You should take reasonable steps to protect your computer systems and data from viruses, hackers, identity thieves and other similar problems.

 

Site Access. We may discontinue all or part of this Site at any time. We may block or limit your access to this Site if:

(a) you violate these Terms; (b) you violate any applicable law or regulation relating to your use of this Site; © you engage in any conduct which we, in our sole discretion, believe is offensive, harmful, defamatory, or otherwise harmful to us or others.

 

Links. This Site may contain links to websites operated by other entities, or display information or content regarding offerings of others. These other websites and other entities are not under our control, and we are not responsible for the content available on any other websites linked to this Site or any action or inaction of any third party. We do not endorse or warrant the goods or services of any third party. you may visit other linked sites or engage in business with any third party at your own risk.

Contest; Promotions. Any sweepstakes, contests, surveys, or similar promotions (collectively, “Promotions”) made available through the Site may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Statement.

 

Privacy. Please review our Privacy Policy https://www.gorout.com/privacy (https://www.gorout.com/privacy) to understand our privacy practices. By using this Site or any Product or Service, you also agree to the most-recent version of the Privacy Policy. We may change the Privacy Policy at any time, and such changes will be posted on the Privacy Policy page or a similar page of the Site.

 

Warranty Disclaimer. ALL CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, UNLESS EXPRESSLY SET FORTH IN THE LIMITED WARRANTIES BELOW.

 

REPETIX EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE CONTENT, ALTHOUGH WE MAY MODIFY THE CONTENT AT ANY TIME WITHOUT NOTICE. USE OF THE SITE IS AT YOUR SOLE RISK, AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THIS SITE. REPETIX

MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SITE IS FREE OF VIRUSES. YOU FURTHER ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES OR ANY KIND RELATED TO YOUR USE OF THIS SITE.

 

Copyright Complaints. If you are a copyright owner and you believe that your copyrighted materials have been used in a way that constitutes copyright infringement, please contact us.

 

Limit of Liability. REPETIX IS NOT AND WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, OR MATERIALS ON THE SITE (INCLUDING SOFTWARE), INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING, AND REPETIX’S TOTAL CUMULATIVE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF

LIABILITY RELATED TO PRODUCTS AND SERVICES WILL NOT EXCEED THE FEES PAID TO REPETIX BY YOU FOR SUCH PRODUCTS AND/OR SERVICES. IF FOR ANY REASON ALL OR PART OF THE FOREGOING LIMITATIONS ARE DEEMED INVALID, OUR MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THIS SITE SHALL BE ONE HUNDRED DOLLARS ($100.00).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IN NO EVENT WILL REPETIX BE LIABLE TO YOU UNDER ANY THEORY OF TORT,

 

CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS OR DATA, OR FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT, REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Notices. Any notices must be given in writing to the other party at the contact information indicated on an order(s) or Repetix’s website, and shall be deemed given immediately upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail, one (1) day after overnight express courier; or upon confirmed transmission by fax or confirmed email receipt. If any provision of these Terms is held to be unenforceable for any reason, the legality or enforceability of the remaining terms shall not be affected or impaired. The failure of Repetix to act with respect to a breach of these Terms by you or others does not

constitute a waiver and shall not limit Repetix's rights with respect to such breach or any subsequent breaches.

Repetix expressly reserves the right to assign these Terms and to delegate any of its obligations hereunder. You may not assign, delegate or otherwise transfer (whether by operation of law or otherwise) these Terms or any of your rights or obligations hereunder without the prior written consent of Repetix. Repetix may assign the provision of repair services to third parties.

Miscellaneous. Unless otherwise specified, this Site and the content thereof are displayed solely for the purpose of promoting our Products and Services. These Terms shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of law provisions.  If you are a State University, we will adjust to the state that your primary campus is located.  Any dispute arising under these Terms shall be resolved exclusively by the state and/or federal courts of the State of Minnesota or the State of residence of the primary State University. You agree and submit to the jurisdiction and venue of such courts. You agree that in the event you have or may have any alleged claim against Repetix or any of our vendors or licensors, you shall pursue such claim only in your individual capacity, and you shall not agree to join or be a part of any class action, consolidated action, or similar action. You also agree that your damages are limited as set forth elsewhere in these Terms and that you are not eligible to receive, and shall not seek, and you agree to defend, indemnify and hold us harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Site and/or your breach of these Terms, including attorneys’ fees. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to any failure by you or to others to comply with these Terms does not waive our right to act with respect to subsequent or similar failures.

 

ADDITIONAL TERMS FOR HARDWARE AND SERVICES.

This section of the Terms describes the additional conditions for your use or access to Repetix hardware or accessory products (the “Products”) and services, such as our network access services (“Services”). Please read the following Terms carefully. By finalizing an Order, you agree to all of these Terms (and the General Terms above) on your own behalf, and, if applicable, you also agree to bind any school district and/or booster club or sponsor (collectively “Team”) on whose behalf you are making this purchase. When we use the phrase “you” in these Terms for Hardware and Services, we mean you and the Team. If you disagree with these Terms, do not finalize your Order. These Terms, and any provisions of an Order, form a legally binding contract between us.

 

Additional Definitions.

“Coaching Data” means Team coaching tools and data, including for football: play segments (route tree(s), blocking schematics, play call system, position identification sequences, formations, variations, motions and adjustments, and personnel groupings) diagrams, real-time coaching adjustments, and communications among End Users; and for Diamond: pitch calls, defensive and offensive calls, lineups, team notes and scouting reports, and post-play data as collected by our partners or integrations as contained in the instance of the Software used by Team. Coaching Data does not include the name, email address, phone number, and any other contact information of any coaches provided by Team to Repetix.

Coaching Data from which Repetix removes any personal information or identifiers that would connect you or End Users by name is “Aggregate Data.” “Documentation” means the standard user, operations and training manuals that Repetix makes available in connection with the System. “End Users” means members of each Team and its coaching and support staff.

 

“Enhancements” means improvements, updates, fixes, or version upgrades which offer enhancements to the functionality, performance or reliability of the Software and that are made available by Repetix to its licensees generally; provided, however, that Enhancements does not include any new platforms, modules or other software that Repetix may develop from time to time that are generally licensed separately by Repetix.

“Hardware” means the hardware and accessories such as the handheld units used to transmit Coaching Data between End Users and to Repetix which Team must obtain from Repetix.

“Intellectual Property Rights” means any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world.

“Network Access” means the wireless connectivity between Hardware and our applications that is provided by a third party telecommunications provider. “Order” means the online purchase order submitted on behalf of a Team for the System, including the Hardware and Network Access. Repetix may at its option authorize a Team to submit a subsequent purchase order to

confirm its subscription, but no terms of such subsequent purchase order will be deemed to modify the terms of these Terms or the Order.

“Software” means Repetix’s sports team communication, training and management system software for use by amateur sports teams, in object code form only, and the related Documentation, and any Enhancements provided by Repetix to Team in Repetix’s sole discretion. Software includes software embedded in any Hardware provided by Repetix.

“Subscription” means the period of time during which you have paid for access to the System under these Terms. “System” or “GoRoutTM Air” means the combination of the Software, Network Access, and other technology and services provided by or on behalf of Repetix that enables Team and its End Users to access and use Coaching Data in conjunction with Hardware.

 

Payment; Purchase Price and Associated Charges. You must make payment at the time of Order for the first year of Subscription fees and any one-time fees included in the Order. If your Order identifies an Initial Term exceeding one (1) year, fees for each subsequent year of the Initial Term will be charged annually. You must pay the total purchase price plus shipping and handling, if any, as specified on the quote which is accepted via the Order. We may at our option also elect to send a confirmatory invoice to the Team on your behalf, but this does not relieve you of your obligation to pay for your Order. You are responsible for all taxes related to this purchase and to the import of the Products, if applicable, to include but not limited to any and all sales taxes, value-added taxes, import taxes/customs/duties and any other similar taxes imposed by any governmental entity. Past due amounts will incur interest at 1.5% per month, and you will be responsible for all costs of collection including reasonable attorneys’ fees. Prices and charges are subject to change with notice. In addition to its other remedies, Repetix may suspend your access to the System if fees are past due. Refunds paid by Repetix under the refund provisions below will be paid by check or credit card only after return of all Products and an inspection period by Repetix.

 

Credit Card Payments. By providing a credit card, you expressly agree that Repetix is authorized to charge the fees shown for the initial purchase and any Subscription renewals at the then current rate plus any applicable tax, and any other charges you may incur in connection with use of the System.

 

Shipping; Title; Risk of Loss. We will ship Products using a carrier selected by us. Your Order checkout page shows your shipping method, estimated time, and any shipping fees. While we will try to meet your shipment and delivery dates, we may be unable to do so in the event of low product inventory. In addition, many events beyond our control can affect the delivery of your products after we provide it to the carrier. Therefore, we are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery.

 

Title to the Products remains with Repetix unless otherwise agreed to in writing by Repetix. Title to Products fulfilled prior to November 15, 2022 passes to you when the Products are paid for in full. Repetix bears all responsibility for loss of or damage to the Products during initial shipment to you and until Products are received by you, unless you select your own mode of shipping. In repair cases, risk of loss is borne by you for return of the Products to Repetix, but by Repetix upon receipt of the Products until shipped back to you. Products Availability. From time to time, we may be unable to manufacture or obtain a sufficient supply of Products. In addition, there may be occasions when we confirm your order but subsequently learn that we are unable to supply Products. We reserve the right at any time to limit or change quantities available for purchase or to cancel your Order. If we cancel your Order, we will refund your purchase price in full.

 

Not For Resale. The Products and Services may not be leased for resale purposes.

Subscription Term. Each Subscription will commence upon the effective date indicated in the Order and will continue for an initial period as specified in the Order (“Initial Term”). Each Subscription will automatically renew for subsequent one-year terms (each a “Renewal Term”) at Repetix’s then-current rates beginning on the anniversary of the initial effective date unless and until either Repetix or you provides written notice provided in advance of any Renewal Term, or if Repetix terminates based on breach, in accordance with these Terms. You must give Repetix written notice (e-mail, text or mail) of your intent not to renew your Subscription at the end of the then-current Initial Term or Renewal Term and return all Hardware. Repetix will provide a return label. You have 30 days from receipt of the return label to return your hardware or you will be charged $200 per device from your canceled system.  Repetix may terminate these Terms if you materially breach any item of these Terms and fail to cure such breach within thirty (30) days after written notice. No expiration or termination of a Subscription will affect your obligation to pay all fees that may have become due before such expiration or termination, or entitle you to any refund other than as set forth in the Refund and Return Policy. You acknowledge and agree that if your Subscription is terminated prior to the end of the Initial Term specified in your Order, all fees that would have become due during the Initial Term (including the annual fees for any remaining Subscription) shall become immediately due and payable and all Products must be returned to Repetix. Upon termination, you will have no further rights to access and use the System or Products (other than any Hardware which has been purchased and paid for in full prior to November 15, 2022). You must promptly remove any elements of the Software and Enhancements (such as mobile apps) which are installed on any Team and End User computing device. You should make a copy of any Coaching Data you want to preserve. Repetix will have no obligation to make a copy of Coaching Data available to you following expiration or termination. If you confirm renewal and/or sign a new multi-year renewal contract, you confirm that you will be continuing usage. If you or your program cancel after confirmation of renewal but prior to payment, any usage will be charged a $400 deactivation fee. 

 

Refund and Return Policy. Please carefully inspect the Products upon delivery, and maintain all original packaging upon receiving the Products until the Products have been activated and found to be in proper working order. If the Products arrive damaged or defective you must notify Repetix within 14 days from the date Repetix retains a shipping tracking number and has shipped the package containing the Products to you (the “Ship Date”). Products must be returned immediately to Repetix for repair or replacement at Repetix’s discretion. You are responsible for properly packing the return shipment of the Products. Repetix will arrange for shipping and insurance. If you fail to notify Repetix within 14 days of the Ship Date, (i) you will bear the cost of returning the Products for repair, and (ii) damaged Products will not be accepted. If you are not satisfied with your Product purchase for any reason within 14 days following the Ship Date, you may return the Product (and all accessories) and request a refund. NOTE: YOU MUST REQUEST THE REFUND WITHIN 14 DAYS OF THE SHIP DATE (the

“Refund Period”). In order to receive the refund, you must, within the Refund Period: (1) notify the GoRout® Head Office by email at <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS> OR by phone at (866)777-1448 ext. 1; (2) send the GoRout® Head Office the shipping tracking number and carrier for the Products to be returned; and (3) return each Product unit (including charger, USB cord, and wristband) in the exact same condition they were received in with the original packaging. You are responsible for shipping and insurance charges and any damage to the Products which takes place en route to Repetix. If any portion of any Product is damaged,

 

Repetix will deduce the retail cost of such Product from any refund. Repetix reserves the right to charge a restocking fee for any returns, and for any orders which are terminated prior to shipping. The current restocking fee is 30% of your original Products and Services purchase cost. Repetix also will charge the costs of network usage incurred by you during the period in which you were using the Products and Services, with a minimum charge of $400 for network setup cancellation even if you have not yet received the Products. After the initial 14-day Refund Period, any and all returns within the first 45 days from the Ship Date are at Repetix’s discretion and will carry a minimum 50% restocking fee (regardless of contract length) PLUS all applicable taxes and shipping fees. There are NO REFUNDS after the 45-day period.

 

Grant of Access and Use. Subject to Team’s complete compliance with these Terms and timely payment of fees, Repetix grants to you the non-exclusive, non-transferable, revocable right during the Subscription to access the System for internal use by End Users. You may not (a) modify, transfer, or otherwise sublicense or distribute the System or any other component to any third party; (b) give access to the System to anyone other than an End Use;

(c) disassemble, decompile or reverse engineer the Software or any other component of the System; (d) take any action that presents a material security risk or will interfere materially with the proper continued operation of the System or Repetix’ s ability to provide the System; (e) upload or transmit viruses, bugs, time bombs or other corrupt data using the System; (f) use the System to engage in any activities or actions that infringe or misappropriate the intellectual property, privacy, or proprietary rights of others; (g) use the System to send, post or host harassing, abusive, libelous or obscene materials or assist in any similar activities; (h) use the System to send commercial messages or communications in any form; or (i) use the System for any illegal purposes, in violation of any applicable laws or regulations or in violation of the rules of any other service providers. Obligations For System Use/Support. You are responsible for all costs and expenses related to the use of the System (e.g., cameras, laptops, and any other equipment or software used by End Users). You are responsible for any misuse of the System by its End Users. You should notify Repetix immediately of any misuse of the System, or of any support or related needs involving the System. As long as you are current in all of your obligations under these Terms, including timely payment of fees for the Subscription, Repetix will provide maintenance and support services for the System in accordance with Repetix’ then-current support terms located at https://support.gorout.com/.

Limited Warranties. Repetix warrants Products against defects in materials and workmanship under normal use (the “Warranty”) for the following warranty periods: (a) for Products ordered prior to November 15, 2022 for which you have paid all related fees for Products and Services in full (“Owned Products”), for the first season of your use, ending December 31 of that season; and (b) for Products provided by Repetix after November 15, 2022 (other than any replacement units for Owned Products), during your Subscription period, provided that you remain current with the payment of all fees for Products and Services. Repetix may have extended warranties

that may be purchased for Owned Products (including any replacement units) for an additional fee. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by accident, abuse, misuse, neglect or failure to properly maintain (to include but not limited to water damage and/or condensation or improper temperatures during storage), or improper installation; (d) to damage caused by electrical disturbances or acts of God, to include but not limited to civil disturbance, war, flood, fire, rodents or insects; (e) to damage caused during shipment (due to your improper packaging) from you to Repetix in the case of Products returned for repair; or (f) damage caused by failure to follow our instructions regarding appropriate use of Products, including the method in which the Products are worn by players and coaches.

During the period when our Warranty is in effect, Repetix will provide technical support to you so long as you have paid all fees for Products and Services then due. Repetix will respond to your support problems by phone or by email inquiry. If a support problem cannot be rectified via phone or email, you will be provided with return

instructions, and Repetix will at its option repair or replace any defective Products. If Repetix discovers that the Warranty is inapplicable, the Products will not be repaired and will be returned to you at your expense, unless you authorize and pay for repair. Whether you authorize repair or not, Repetix reserves the right to charge a “No Fault Found” fee where the Products is found not to be defective due to any fault of Repetix. Product and Services Disclaimers/Limitations. Repetix disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or against hidden or latent defects. Repetix’s responsibility for warranty claims is limited to repair or replacement. Repetix does not warrant that the Products, Services or any networks or systems accessed by the Products will be free from vulnerability, intrusion, attack, or other damage. Repetix does not warrant that the operation of the Products or Services will be uninterrupted or error-free. Repetix is not responsible for damage arising from failure to follow instructions relating to the use or Products or Services. Our Warranty is voided immediately if repair, modification (to include upgrades, expansions or usage or addition of non-manufacturer parts or accessories), alteration or other service is attempted other than by Repetix.

 

Products Disposal/Recycling. If you choose not to renew your Subscription, you must ship any Products purchased after November 15, 2022 to Repetix for safe disposal or storage unless otherwise agreed by Repetix in writing. For products that are fully owned by You prior to November 15, 2022, you may elect to return your Owned Products to Repetix for disposal at the end of a Subscription. If you subsequently restart a Subscription, Repetix will issue Products to you in accordance with these Terms in connection with a new Subscription (for clarity, no credits or other discounts will be provided for any returned Owned Products). Additional Intellectual Property Provisions. You hereby grant to Repetix (and its successors and assigns, as well as its licensees, sublicensees, distributors and sub-distributors), a perpetual, irrevocable, non-exclusive, royalty-free right, to access and use the Coaching Data for the purpose of hosting the System and enabling End Users to use the System, to improve and/or develop Repetix Products and Services, and to create Aggregate Data. Between Repetix and you (i) Repetix owns all Intellectual Property Rights in the System and all components, Repetix’s marks and business model, Aggregate Data, and Feedback and any other rights not expressly granted to you herein and (ii) you own all Intellectual Property Rights in the Coaching Data. No other

licenses are granted except as otherwise set forth herein. Repetix may, in its sole discretion, issue a press release to announce you as a new customer. Repetix may display on Repetix’s website and in any and all promotional materials (irrespective of the means of exploitation) a case study or other customer usage scenario referencing or featuring you. Repetix may prepare and utilize testimonials of a reasonable number of End Users, subject to your prior consent (to the extent you are entitled to grant such consent). You hereby grant to Repetix, and represent to Repetix that you may grant, a non-exclusive, non-transferable, royalty-free license for Repetix to

make use of your name or logo on Repetix’s website and in any and all promotional materials (irrespective of the means of exploitation). All such use shall incure to the benefit of you. Repetix will use its best efforts to comply with any use guidelines that you provide to Repetix in writing; provided, that an inadvertent failure to comply will not be a breach of these Terms.

 

Confidential Information. You may be provided or have access to Confidential Information (as defined below) of Repetix when you purchase and/or use Products or Services. “Confidential Information” means (i) any proprietary information, technical data, trade secrets or know-how of Repetix , including, but not limited to, research, product plans, and proprietary information concerning products and services, pricing, or other business or technical information of Repetix that is designated to be confidential or proprietary or which reasonably appears to be confidential or proprietary. You will not, without the consent of Repetix, disclose Confidential Information to third parties or use it in any way except as set forth herein, and will take actions reasonably necessary to protect the confidentiality of the Confidential Information.

 

Your Representations And Warranties. You represent and warrant that (i) you have the authority to submit an Order and perform under these Terms; (ii) you have secured and will maintain any and all rights, consents and/or releases, including all Intellectual Property Rights, necessary to grant the licenses herein, including from any End Users, independent contractors, governing athletic bodies, conferences or organizations, and parents of End Users that are minors; (iii) the Coaching Data and Repetix’s exploitation thereof in accordance with the Terms, do not violate, infringe upon, or misappropriate the Intellectual Property Rights, or any other right, of any third party; (iv) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair your ability to perform under these Terms; (v) you have no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of these Terms or the use or enjoyment by Repetix of any of the rights herein granted; and (v) you have not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any

right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to Repetix.

Repetix Indemnification.

Repetix will defend or settle any action brought against you to the extent that it is based upon a third party claim that the Software, if used within the scope of these Terms, infringes any U.S. patent or any copyright or misappropriates any trade secret with regard to any third party (a “Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim that are awarded against you, provided that you: (i) promptly notify Repetix in writing of the Claim; (ii) grant Repetix sole control of the defense and settlement of the claim; and

(iii) provide Repetix, at Repetix’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim.

If your use of any of the Software is, or in Repetix’s opinion is likely to be, enjoined due to a Claim, Repetix may, at its sole option and expense, (i) use commercially reasonable efforts to procure for Team the right to continue using the Software under the terms of these Terms; or (ii) use commercially reasonable efforts to replace or modify such Software so that it is non-infringing and substantially equivalent in function to the enjoined portions of the Software; or (iii) terminate your rights and Repetix’s obligations hereunder with respect to the Software and refund to Team all fees paid for access to the Software for the then-current Subscription.

Notwithstanding anything herein to the contrary, Repetix will have no liability for any infringement or misappropriation claim of any kind to the extent that related to: (i) modifications to the Software made by a party other than Repetix; (ii) the combination, operation or use of the Software with equipment, devices, software or data not supplied by Repetix; (iii) your breach of these Terms; or (iv) due to any action or inaction of Team.

 

THE INDEMNIFICATION PROVISIONS AND THE REFUND PROVISIONS SET FORTH REPETIX ’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

 

Your Indemnification. You agree to indemnify and hold Repetix, its affiliates, and their respective directors, officers, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, including any representations and warranties set forth above. This Section shall survive any termination or expiration of these Terms.