End User License Agreement

Effective date: January 1st, 2026

This End User License Agreement (“EULA” or “Agreement”) constitutes a legally binding agreement between you and SumerSports LLC and its affiliates and representatives (collectively, “Sumer”) concerning your installation, use of and access to (i) Sumer’s software, mobile and/or web-based applications, Application Program Interfaces (APIs) and related Documentation, in each case, made available to you by Sumer (whether through an Order or otherwise) and (ii) any hosted services, technologies, facilities and platforms made available to you by Sumer in connection with the foregoing (collectively, the “Software”).

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA. Sumer provides the Software subject to your compliance with this EULA and payment of applicable fees for the Software (whether paid to Sumer or to an authorized reseller, distributor or other channel partner (a “Channel Partner”)). If you are unwilling or unable to be bound by this EULA, do not install, access or use the Software.

Sumer may terminate or suspend your access to the Software (including any Account) as provided in this EULA.

Your sole recourse for dissatisfaction with the Software, or any products, services, content or information available on or through the Software, is to stop using the Software.

Sumer may amend this EULA from time to time by updating this EULA (including by posting updated terms or presenting updated terms through the Software). Your continued use of the Software will indicate your acceptance of the revised EULA, the terms of which you will be bound.

1.              Definitions

(a)            Parties. An “end user” is someone who installs, accesses or in any way uses the Software. “We,” “us,” and “our” refer to Sumer and its affiliates and representatives. “You” and “your” refer to you as an end user of the Software. If you accept this EULA on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” and “your” refer to that entity.

(b)           “Account” means the account you create (or that is provisioned for you) to access or use the Software.

(c)            “Authorized Users” means your employees and individual contractors acting on your behalf who you authorize to use the Software for your internal business purposes.

(d)           “Customer Data” means data, content, and information (in any form) that you or your Authorized Users submit or transmit to, through or in connection with the Software.

(e)            “Documentation” means the user guides, technical documentation, and other materials that Sumer makes available for the Software.

(f)            “Feedback” means comments, bug reports, ideas or other feedback you provide about the Software.

(g)           Input/Output. If the Software includes AI Tools, “Input” means Customer Data you submit to the AI Tools and “Output” means content generated by the AI Tools in response to Inputs.

(h)           Order; Fees. “Order” means an order form, statement of work, subscription confirmation or other ordering document (including purchasing schedules) for the Software (including via a Channel Partner). “Fees” means the applicable fees for access to and installation and use of the Software under an Order.

(i)             Service Data. As you use the Software, the Software collects data pertaining to the performance of the Software and measures of the operation of the Software (the “Service Data”). Service Data does not include Customer Data in an identifiable form.

2.              Using the Software

(a)            Eligibility. In order to install, access or use the Software that requires credentials for installation, use or access, you must have an Account. You will not be granted access to such Software without a valid Account. You may not access or use the Software if we have previously banned you from the Software or closed your Account. For the avoidance of doubt, this EULA applies to you whether you have an Account or not.

(b)           License Grant; Permissions to Use the Software. Subject to your compliance with all applications terms and conditions (including this EULA and payment of applicable Fees), we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, access and use the Software solely for your internal business purposes and only in accordance with this EULA and any applicable Order. The Software is licensed, not sold, to you.

Your use of the Software is at your own risk, including the risk that you might be exposed to content or results (including Outputs, if applicable) that are inaccurate, objectionable, incomplete, fail to provide adequate warning about potential risks or hazards, or are otherwise inappropriate.

Sumer may audit your use of the Software.

(c)            Software Availability. The Software may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

(d)           Accounts; User Information; Service Data. You must supply certain personal information (“User Information”) to create an Account and use and access some or all of the Software. Sumer will treat all such User Information as described in our Privacy Policy, available at sumersports.com/privacy-policy (as updated from time to time), which is incorporated herein by reference. All User Information that you provide must be accurate, complete and current.

You grant Sumer and its representatives the right to store, process and retrieve such User Information in connection with your use of the Software. You are responsible for maintaining the confidentiality of all User Information. Accordingly, you are responsible for all resulting liability if usernames, passwords, etc. are used by any party not authorized to use and access the Software, and you must immediately notify Sumer of any unauthorized use of your Account.

You hereby grant Sumer the right to access, use, process, copy, transmit, export, and display User Information and Customer Data, only as reasonably necessary (a) to provide the Software to you (including the transfer of such information to Sumer); (b) to prevent or address service, security, support or technical issues; (c) to improve and maintain the Software in aggregated and anonymized form (as described below); and (d) as required by law.

Although we request that the entities with which we do business observe the guidelines of our Privacy Policy, we cannot be responsible for what they do with the User Information that you provide. You are responsible for maintaining appropriate security, protection and backup of your User Information, hardware, software, systems, information and all other data.

Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information or other personal identifying information is revealed to any third party, you agree that Sumer is free to use the Service Data in any manner, including to maintain, support, develop, and improve the Software. Sumer owns all right, title and interest in and to such Service Data.

3.              Other Agreements; Channel Partner Access

(a)            Channel Partners. If you obtain access to the Software through a Channel Partner, this EULA governs your installation, access and use of the Software as an end user. Sumer is not a party to any separate agreement between you and a Channel Partner. Any payment terms between you and a Channel Partner are governed solely by that agreement; however, your rights to access and use the Software under this EULA remain subject to applicable Fees being paid for your access to the Software.

(b)           Master Agreement. If you are accessing or using the Software by, through or under a separate written contractual agreement with SumerSports LLC (an “MSA”), the terms of the MSA will govern your use of the Software in addition to this EULA. In the event of any conflict between this EULA and the MSA, the terms of the MSA shall prevail to the extent of the conflict.

4.              Customer Data; Feedback; Ownership

(a)            Responsibility for Customer Data. You are responsible for Customer Data, and you assume all risks associated with Customer Data, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Customer Data as contemplated by this EULA. You may expose yourself to liability if, for example, Customer Data contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; contains material that is unlawful; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates this EULA.

(b)           Our Right to Use Customer Data. You acknowledge and agree that we may access and use Customer Data solely to provide the Software to you, including processing Customer Data as reasonably necessary to (a) provide the Software; (b) prevent or address service, security, support or technical issues; and (c) as required by law. To the extent we use Customer Data to develop, improve or enhance the Software, we will do so in aggregated and anonymized form such that no User Information or other personal identifying information is revealed to any third party.

(c)            Feedback. By providing Feedback to Sumer, you acknowledge and agree that we may use Feedback in our sole discretion for any purpose related to the Software and Sumer’s products and services (including to develop, improve and commercialize products and services), without compensation or obligation to you. You hereby irrevocably grant Sumer a world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable right to use Feedback for such purposes.

(d)           Ownership. As between you and Sumer, you own Customer Data. We own the Software, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software and all other elements and components of the Software excluding Customer Data. We also own the copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world associated with the Software, which are protected by copyright, trade dress, patent, trademark and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, resell, license, sublicense, copy, publish, modify, reproduce, distribute or create derivative works or adaptations of, publicly display or in any way use or exploit any portion of the Software except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Software are retained by us.

5.              Intellectual Property Information

You acknowledge that Sumer owns all right, title and interest in and to the Software, including all intellectual property rights therein. Sumer does not warrant or represent that your use of materials displayed on, or obtained through, the Software will not infringe the rights of third parties.

“Sumer” and “Sumer Sports” are trademarks of Sumer. All other trademarks are trademarks or registered trademarks of their respective owners. It is illegal to use any trademark, service mark, logo and/or trade name of Sumer without express permission.

6.              SumerBrain and other AI Tools

Subject to compliance with this EULA, you may submit or transmit Inputs to or through “SumerBrain” or other artificial intelligence tools that may be embedded into or provided in connection with the Software (collectively, the “AI Tools”), and you may receive Outputs.

As between you and Sumer, to the extent permitted by applicable law, and subject to the limited license granted by you to Sumer under this EULA, you solely own all right, title and interest in and to Inputs and Outputs, and Sumer hereby assigns to you any right, title and interest it may have in and to Outputs. Due to the nature of artificial intelligence, machine learning, and large language models, certain Outputs provided to you may be similar or identical to outputs provided by the AI Tools to others, and the foregoing assignment does not cover such outputs provided to others.

As between you and Sumer, you are solely responsible for ensuring your provision, use and other exploitation, as applicable, of the Inputs, Outputs, and the AI Tools does not, and will not, violate any rights of any third party, any applicable law or regulation or this EULA.

You hereby grant to Sumer a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, worldwide, transferable, and sublicensable (through multiple tiers) license to use and otherwise exploit Inputs and Outputs and other information that you may provide to us, solely (a) in connection with, as applicable, maintenance, development, use, operation, improvement, training or other exploitation of the AI Tools and the Software (including, where practicable, in aggregated and anonymized form), (b) to comply with applicable laws or regulations, (c) to provide the Software to you and/or (d) to enforce this EULA and our policies.

Artificial intelligence, machine learning and large language models are probabilistic in nature and are still developing. As such, Outputs may contain or incorporate (a) inaccurate, unreliable, inexact, biased, inappropriate, objectionable or irrelevant information, data or content and/or (b) content owned by third parties or materials to which you may not have the right to use or otherwise exploit.

Any use or reliance on Outputs by you is done solely at your own risk, and subject to all of this EULA, including, without limitation, the indemnification, disclaimers and limitation of liability as provided herein. You agree not to rely on Outputs for any purpose without independently reviewing the accuracy and appropriateness of such Outputs for such purpose. You acknowledge that Outputs do not necessarily reflect or represent Sumer’s views on, or sponsorship, endorsement or other affiliation with, any subject matter thereof.

Sumer makes no representation or warranty with respect to the non-infringement, misappropriation or other violation of any rights of any third party, or violation of any applicable laws and regulations, by your use or other exploitation of Outputs.

To the extent any Inputs and Outputs include personal information, our Privacy Policy will govern how we process and disclose such information.

7.              Third Party Services

Portions of the Software may include links to or integrations with websites, services or products operated by third parties (i.e., not owned or operated by Sumer) (“Third Party Services”). Use of Third Party Services is at your own risk. Sumer makes no warranty of any kind in connection with any Third Party Service or any information, products, services or materials available on or through any Third Party Service. Sumer does not endorse, and shall not be liable in connection with, any information or services available on or through any Third Party Service. Third Party Services may have their own agreements or policies governing use of their services.

8.              Restrictions

You represent and warrant that your use of the Software will comply with all local, state and federal laws and regulations, and you are solely responsible for ensuring that your use of the Software is in compliance with such applicable laws and regulations.

You agree not to restrict or inhibit any other authorized end user from using and enjoying the Software. This includes, without limitation: (a) using, or attempting to use, any Account without the owner’s permission, (b) obtaining or soliciting another person’s password or other personal information under false pretenses or (c) impersonating another user or otherwise misrepresenting yourself to Sumer, the Software’s systems or other entities.

You further agree that you will not, and will not assist, encourage or enable others to, use the Software to:

1.              Violate this EULA or any applicable Order;

2.              Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;

3.              Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;

4.              Promote a business or other commercial venture or event, or otherwise use the Software for commercial purposes (except for internal business purposes expressly permitted hereunder);

5.              Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Software’s search results;

6.              Solicit personal information from minors, or submit or transmit pornography;

7.              Violate any applicable law;

8.              Reverse engineer, decompile or disassemble any portion of the Software or seek to gain access to any software or other code underlying the Software, unless required by law for interoperability;

9.              Modify, copy, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, resell, sublicense or otherwise exploit the Software or data made available through the Software, except as expressly authorized herein or by Sumer;

10.           Use any robot, spider or other automated device, process or means to access, retrieve, copy, scrape or index any portion of the Software or any data made available through the Software, except as expressly permitted by Sumer;

11.           Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Software;

12.           Record, process, or mine information about users or Accounts;

13.           Reformat or frame any portion of the Software;

14.           Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on the Software’s technology infrastructure or otherwise make excessive traffic demands of the Software (including by submitting or transmitting Inputs to or through any AI Tools in excess of any applicable Input or query limits);

15.           Attempt to gain unauthorized access to the Software, Accounts, computer systems or networks connected to the Software through hacking, password mining or any other means;

16.           Use the Software to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;

17.           Use any device, software or routine that interferes with the proper working of the Software, or otherwise attempt to interfere with the proper working of the Software;

18.           Use the Software to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Software or data made available through the Software;

19.           Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Software, features that prevent or restrict the use or copying of the Software, or features that enforce limitations on the use of the Software;

20.           Use the Software to build or support a competing product or service, including without limitation, benchmarking for publication or disclosure to any third party;

21.           Circumvent, interfere with or otherwise disrupt any safety features or protective restrictions (including Input or query limits);

22.           Facilitate automated decision-making that has legal or similarly significant effects on individuals, unless done so with sufficient human review and in compliance with all applicable laws and regulations; or

23.           Use Outputs in a manner that would, or would facilitate or promote, violation of this EULA.

Sumer may suspend or terminate your access to the Software (including Accounts) if Sumer determines in its sole discretion that your use is unacceptable, offensive, or in violation of this EULA.

9.              Term; Termination of License

This EULA remains in effect unless and until terminated pursuant to this Section 9.

Sumer may terminate or suspend your Account and/or access to the Software at any time if you breach this EULA or if applicable Fees for your access are not paid when due (including where Fees are payable through a Channel Partner).

Upon termination, your license to install, access and use the Software, and all other rights granted to you herein, end immediately. Your sole and exclusive right and remedy in case of dissatisfaction with the Software shall be your termination and discontinuation of access to, or use of, the Software.

Upon termination or expiration of this EULA, Sections 1 (Definitions), 4 (Customer Data; Feedback; Ownership), 5 (Intellectual Property Information), 6 (SumerBrain and other AI Tools), 7 (Third Party Services), 8 (Restrictions), 9 (Term; Termination of License), 10 (Indemnity), 11 (Disclaimers and Limitations of Liability) and 12 (Further Terms), and any other provisions that by their nature are intended to survive (including accrued payment obligations and remedies/injunctive relief) will survive.

10.           Indemnity

You agree to indemnify, defend and hold harmless Sumer, its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, contractors and representatives (collectively, the “Sumer Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Software, (ii) your violation of this EULA and/or (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity.

Sumer reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Sumer. Sumer will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11.           Disclaimers and Limitations of Liability

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SUMER TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SOFTWARE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

1.              TO THE EXTENT NOT PROHIBITED BY LAW, SUMER HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, ARISING BY LAW OR OTHERWISE, WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND QUALITY OF SERVICE. THE SOFTWARE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. SUMER MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR ANY CONTENT OR OUTPUTS MADE AVAILABLE THROUGH THE SOFTWARE. ACCORDINGLY, SUMER IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SOFTWARE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SOFTWARE, SOFTWARE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY OR RELIABILITY OF INFORMATION OR DATA FOUND ON, USED ON OR MADE AVAILABLE THROUGH THE SOFTWARE.

2.              SUMER MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THIRD PARTY SERVICES OR OTHER THIRD PARTY CONTENT OR MATERIALS THAT MAY BE MADE AVAILABLE THROUGH THE SOFTWARE. ACCORDINGLY, SUMER IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS.

3.              YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SOFTWARE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SOFTWARE.

4.              SUMER’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR THIS EULA IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU (OR ON YOUR BEHALF BY THE APPLICABLE CHANNEL PARTNER) FOR ACCESS TO THE SOFTWARE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

5.              SUMER’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUMER WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

12.           Further Terms

(a)            Governing Law; Venue. This EULA shall be governed by the laws of the State of Delaware exclusive of its choice of law rules. Any action brought in connection with this EULA or the Software shall be brought exclusively in the state or federal courts located in the State of Delaware, United States of America, and you irrevocably consent to the jurisdiction of such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.

(b)           Severability. In the event that any provision of this EULA is held to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary to keep this EULA otherwise in full force and effect.

(c)            Entire Agreement. This EULA (together with any applicable Order and any documents incorporated by reference, including the Privacy Policy) contains the entire agreement between you and Sumer regarding your use of the Software, and supersedes any prior agreement between you and Sumer on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in this EULA.

(d)           Relationship. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Sumer as a result of this EULA or your use of the Software.

(e)            Headings. The section titles in this EULA are for convenience only and have no legal or contractual effect.

(f)            Remedies; Injunctive Relief. Nothing contained in this EULA shall be construed to limit the actions or remedies available to Sumer with respect to any prohibited activity or conduct. You acknowledge that unauthorized use of the Software may cause irreparable harm to Sumer for which monetary damages would be an inadequate remedy, and that Sumer may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

(g)           Waiver. Non-enforcement of any of this EULA does not constitute consent or waiver, and Sumer reserves the right to enforce any term at its sole discretion. This EULA may not be waived, except pursuant to a writing executed by Sumer.

(h)           Electronic Acceptance; Execution. You agree that your acceptance of this EULA by electronic means (including click-through acceptance or installation, access or use of the Software) is legally binding and equivalent to a signed written agreement.

(i)             Assignment. You may not assign or transfer this EULA (by operation of law or otherwise) without Sumer’s prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Sumer may assign this EULA in connection with a merger, acquisition, corporate reorganization or sale of substantially all assets.

(j)             Export Compliance. You represent and warrant that you will comply with applicable export control and sanctions laws in connection with your use of the Software.