SPORTWORKS.IO LIMITED

TERMS OF SERVICE

Effective Date: [01/03/2026]

Available at: sportworks.io/terms

These Terms of Service (“Terms of Service”) are published by Sportworks.io Limited (company registration number 16505477, registered office at Unit 410f, 120 Vyse Street, Birmingham, United Kingdom, B18 6NF) and govern the Customer’s access to and use of the Sportworks.io platform. By executing an Order Schedule that references these Terms of Service, the Customer agrees to be bound by these Terms of Service, the Order Schedule, the attached Quote, and any Addendum (together, the “Services Agreement”).

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1. Interpretation

1.1 Except as expressly defined in an Order Schedule or Quote, capitalised terms will have the following meanings:

“Add-on” means any optional service element or additional capacity (such as extra Seats, Design Template packs, Deck Template packs, Design Generation packs, Deck Generation packs, or Video Generation packs) that may be purchased by the Customer in addition to the base Package, as set out in the Quote.

“Applicable Laws” means all laws, statutes, regulations, and codes of practice applicable to the provision or use of the Services, including (without limitation):

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Sportworks.io is subject. For the avoidance of doubt, where the Customer is based outside the UK and EU, this Services Agreement is governed by the law of England and Wales (see clause 14.9) and the parties should seek independent advice on any additional local regulatory requirements.

“Applicable Data Protection Laws” means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Sportworks.io is subject, which relates to the protection of personal data.

“Authorised Users” means those employees, agents, and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d). Authorised Users must be identified by the Customer within the platform and each must hold a unique user account.

“Billing Frequency” means either Annual Billing or Quarterly Billing, as specified in the Quote.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

“Confidential Information” means any information provided by the other party pursuant to or in connection with this Services Agreement that the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. For the avoidance of doubt, Sportworks.io’s Confidential Information includes (without limitation) the underlying technology, algorithms, pricing structures, roadmap, and proprietary methods embodied in the Services. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) the receiving party rightfully possessed prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains on a non-confidential basis from a third party who has the right to transfer it. In addition, the receiving party is permitted to disclose Confidential Information of the disclosing party as required by law or regulation, provided that the receiving party (x) gives the disclosing party prompt written notice upon receipt of a disclosure requirement and before the disclosure is made; (y) takes reasonable actions and provides reasonable assistance to the disclosing party to secure confidential treatment of the disclosing party’s Confidential Information; and (z) discloses only such Confidential Information of the disclosing party as is required.

“Consequential Loss” means loss of profits, loss of business, loss of revenue, loss of anticipated savings, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information, or any indirect, special, or consequential loss, costs, damages, charges, or expenses however arising.

“Customer Data” means the data inputted by the Customer, Authorised Users, or Sportworks.io on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

“Customer Personal Data” means any personal data which Sportworks.io processes in connection with this Services Agreement, in the capacity of a processor on behalf of the Customer, who is the data controller in respect of such data.

“Documentation” means the document(s) and other materials made available to the Customer by Sportworks.io online via www.app.sportworks.io and www.sportworks.io or such other web address notified by Sportworks.io to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679). The EU GDPR is referenced in these Terms of Service to ensure compliance where Customer Personal Data originates from, or relates to data subjects within, the European Economic Area.

“Evaluation Period” has the meaning given in clause 8.4.

“Fees” means the subscription fees payable by the Customer to Sportworks.io for the Package (including any Add-ons and the Setup Fee), as set out in the Quote.

“Heightened Cybersecurity Requirements” means any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes, and sanctions applicable to the Customer relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

“Initial Period” has the meaning given in the Order Schedule.

“Liability Cap” has the meaning given in the Order Schedule.

“Liquidated Damages” means a sum fixed or ascertainable by the parties at the time of contracting as the amount of damages to be recovered by the aggrieved party upon a breach.

“Month” means a period of approximately one month, starting on the Start Date and on the same day of each subsequent month thereafter.

“Normal Business Hours” means 9.00 am to 5.00 pm United Kingdom time (GMT or BST as applicable), each Business Day.

“Order Schedule” means the order schedule entered into between the parties which, together with the Quote and these Terms of Service, constitutes the Services Agreement.

“Output Content” means any designs, proposals, decks, presentations, videos, templates, or other content created by the Customer or its Authorised Users using the Services.

“Package” means the tier of Services purchased by the Customer, identified as Core, Pro, or Elite (or such other tier as Sportworks.io may offer from time to time), together with any Add-ons, as set out in the Quote.

“Purpose” means the purposes for which the Customer Personal Data is processed, as set out in clause 4.6(a).

“Q1 Payment” has the meaning given in clause 8.3(c).

“Quarterly Fee” has the meaning given in clause 8.3(b).

“Quote” means the quote document generated by or on behalf of Sportworks.io (including via the online pricing calculator at sales-sportworks.com/pricing or any successor URL) setting out the Customer’s selected Package, Add-ons, Fees, and billing details, and which is incorporated into and forms part of the Services Agreement.

“Renewal Period” has the meaning given in the Order Schedule.

“Seats” means the number of user subscriptions included in a Package (and any additional Seats purchased as Add-ons) which entitle a corresponding number of Authorised Users to access and use the Services and the Documentation in accordance with this Services Agreement.

“Services” means the online platform, tools, and related features made available by Sportworks.io to the Customer under this Services Agreement via www.app.sportworks.io and www.sportworks.io or any other website notified to the Customer by Sportworks.io from time to time, as more particularly described in the Documentation and in the Customer’s selected Package.

“Services Agreement” means the Order Schedule, the Quote, these Terms of Service, and any Addendum agreed between the parties.

“Setup Fee” means the one-time onboarding and setup fee payable by the Customer, as set out in the Quote.

“Software” means the online software applications provided by Sportworks.io as part of the Services.

“Start Date” has the meaning given in the Order Schedule.

“Subscription Services” means the Customer’s subscription to access and use the Sportworks.io SaaS platform, including (without limitation) the Software, the Services, the creation and management of Output Content, and all related features and functionality comprised within the Customer’s selected Package and Add-ons.

“Supplier Personal Data” means any personal data which Sportworks.io processes in connection with this Services Agreement, in the capacity of a controller.

“Support Services Policy” means Sportworks.io’s policy for providing support in relation to the Services as made available at www.sportworks.io/supportpolicy or such other website address as may be notified to the Customer from time to time.

“Term” means the Initial Period together with any subsequent Renewal Periods.

“UK GDPR” has the meaning given to it in the Data Protection Act 2018.

“Virus” means any thing or device (including any software, code, file, or programme) which may: prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering, or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services, and the term Vulnerabilities shall be interpreted accordingly.

“Year” means a 12-month period commencing on the Start Date or any anniversary of it.

1.2 Clause, schedule, and paragraph headings shall not affect the interpretation of this Services Agreement.

1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender includes a reference to the other genders.

1.4 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Services Agreement under that statute or statutory provision and is a reference to it as it is in force as at the date of this Services Agreement.

1.5 A reference to writing or written excludes fax but not email.

1.6 References to clauses and schedules are to the clauses and schedules of this Services Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Services Agreement.

1.7 For the avoidance of doubt, “including” is used to refer to an example or begins a list of items; such example or items will not be exclusive.

1.8 These Terms of Service apply to the provision of all Subscription Services under the Services Agreement. The Services Agreement comprises: (i) these Terms of Service (as published at sportworks.io/terms); (ii) the Order Schedule; (iii) the Quote; and (iv) any Addendum agreed between the parties in writing. In the event of any conflict or inconsistency, the following order of precedence shall apply: (1) the Addendum (to the extent it expressly varies these Terms of Service or the Order Schedule); (2) these Terms of Service; (3) the Order Schedule; and (4) the Quote. Customer’s standard terms of purchase, if any, are inapplicable.

2. User Subscriptions

2.1 Subject to the Customer purchasing the Package in accordance with clause 8.1, the restrictions set out in this clause 2, and the other terms and conditions of this Services Agreement, Sportworks.io hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Term solely for the Customer’s business purposes. For the avoidance of doubt, the Customer’s business purposes include the creation, use, and distribution of Output Content to prospective sponsors, partners, agencies, brands, and other third parties in connection with the Customer’s commercial activities, sponsorship proposals, and partnership activations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of Seats included in its Package (including any additional Seats purchased as Add-ons). The platform monitors and enforces Seat limits automatically;

(b) it will not allow or suffer any Seat to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation. Passwords must meet minimum complexity requirements (including uppercase and lowercase characters, numbers, and special characters) as enforced by the platform. Each Authorised User shall keep their password confidential and change it no less frequently than every 90 days;

(d) it shall maintain a written, up-to-date list of current Authorised Users and provide such list to Sportworks.io within 5 Business Days of Sportworks.io’s written request at any time or times;

(e) it shall, on reasonable prior written notice, permit Sportworks.io or Sportworks.io’s appointed auditor to verify the Customer’s compliance with the Seat limits and the use restrictions in this clause 2, by reviewing (i) the Customer’s up-to-date list of Authorised Users provided under clause 2.2(d), and (ii) Sportworks.io’s account records and usage logs relating to the Customer’s account. Any such verification shall be conducted no more than twice in any 12-month period, during Normal Business Hours, in a manner that does not unreasonably interfere with the Customer’s business. Sportworks.io will not request, and the Customer shall not disclose, any passwords or other authentication secrets. Where information held by the Customer is reasonably required to complete the verification, the Customer shall provide it promptly, subject to the Customer’s reasonable security policies;

(f) if any verification under clause 2.2(e) indicates that any Authorised User account has been used by more than one individual, or that any login credentials have been shared with a person who is not an Authorised User, then without prejudice to Sportworks.io’s other rights, the Customer shall promptly secure the account by disabling access for unauthorised persons and resetting the relevant login credentials. Sportworks.io may suspend the affected account access until the issue is remedied; and

(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Fees to Sportworks.io, then without prejudice to Sportworks.io’s other rights, the Customer shall pay to Sportworks.io an amount equal to such underpayment as calculated in accordance with the prices set out in the Quote within 10 Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute, or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Sportworks.io reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sportworks.io.

2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 Sportworks.io shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Services Agreement.

3.2 Sportworks.io shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am United Kingdom time (GMT or BST as applicable); and

(b) unscheduled maintenance performed outside Normal Business Hours (9.00 am to 5.00 pm UK time), provided that Sportworks.io has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

3.3 Sportworks.io will, as part of the Services and at no additional cost to the Customer, provide the Customer with Sportworks.io’s standard customer support services during Normal Business Hours in accordance with Sportworks.io’s Support Services Policy in effect at the time that the Services are provided. Sportworks.io may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Sportworks.io’s then-current rates.

4. Data Protection

4.1 For the purposes of this clause 4, controller, processor, data subject, personal data, personal data breach, and processing shall have the meaning given to them in the UK GDPR. Where the EU GDPR applies to any processing carried out under this Services Agreement (for example, where Customer Personal Data relates to data subjects in the EEA), the corresponding definitions and obligations under the EU GDPR shall also apply.

4.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 4 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under Applicable Data Protection Laws.

4.3 By entering into this Services Agreement, the Customer consents to (and shall procure all required consents, from its personnel, representatives, and agents, in respect of) all actions taken by Sportworks.io in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of Sportworks.io’s privacy policy available at www.sportworks.io/privacy-policy (the “Privacy Policy”). The Privacy Policy applies to: (a) visits to the Sportworks.io website at www.sportworks.io; and (b) the use of the Sportworks.io platform at app.sportworks.io (or any successor URL). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Services Agreement, the Privacy Policy will take precedence in relation to Supplier Personal Data only.

4.3A In addition to any information described in the Privacy Policy, Sportworks.io, acting as a data controller in respect of Supplier Personal Data, collects and processes the following categories of personal data through the platform at app.sportworks.io:

(a) Account and authentication data: Authorised User names, email addresses, job titles, organisation name, login credentials (encrypted), single sign-on (SSO) identifiers, user roles, and password metadata;

(b) Usage and activity data: session logs, feature usage records, timestamps of access, actions performed within the platform (such as template creation, design generation, and deck generation), and navigation paths;

(c) Device and connection data: IP addresses, browser type and version, device type, operating system, screen resolution, and approximate geolocation derived from IP address;

(d) Support and correspondence data: records of support requests, in-platform communications, and feedback submitted by Authorised Users; and

(e) Billing identifiers: invoice references, payment method type (but not full payment card numbers), and billing contact details.

4.3B Sportworks.io processes the Supplier Personal Data described in clause 4.3A for the following purposes and on the following legal bases under Applicable Data Protection Laws:

(a) Performance of this Services Agreement (UK GDPR Article 6(1)(b)): to provide, operate, and maintain the platform; to authenticate Authorised Users; to enforce Seat limits; to deliver the Subscription Services and support; and to manage billing and invoicing;

(b) Legitimate interests of Sportworks.io (UK GDPR Article 6(1)(f)): to monitor and improve the security, performance, and reliability of the platform; to detect and prevent fraud, abuse, or unauthorised access; to generate aggregated and anonymised analytics to improve the Services; and to enforce the terms of this Services Agreement. Sportworks.io has assessed that these interests are not overridden by the rights and freedoms of the relevant data subjects;

(c) Compliance with legal obligations (UK GDPR Article 6(1)(c)): to comply with applicable tax, accounting, regulatory, and law enforcement requirements; and

(d) Consent (UK GDPR Article 6(1)(a)): where Sportworks.io sends optional marketing or product update communications (which the data subject may withdraw at any time).

4.3C Sportworks.io shall retain Supplier Personal Data collected through the platform for no longer than is necessary for the purposes set out in clause 4.3B, and in any event:

(a) account and authentication data shall be retained for the duration of the Term and deleted or anonymised within 90 days of termination of the Services Agreement (unless a longer retention period is required by Applicable Law);

(b) usage and activity data shall be retained in identifiable form for no longer than 24 months from the date of collection, after which it shall be anonymised or deleted;

(c) device and connection data (including IP addresses) shall be retained for no longer than 12 months from the date of collection; and

(d) support correspondence shall be retained for the duration of the Term and for 12 months following termination.

4.3D Sportworks.io may engage the following categories of sub-processors in the processing of Supplier Personal Data: cloud infrastructure and hosting providers; analytics and monitoring tools; customer support platforms; email and communication services; and payment processing services. Sportworks.io shall maintain an up-to-date list of sub-processors and shall make such list available to the Customer on written request. Sub-processors may be located outside the United Kingdom, and any international transfers of Supplier Personal Data shall be effected in accordance with Applicable Data Protection Laws, including by use of standard data protection clauses adopted by the UK Information Commissioner or the EU Commission (as applicable).

4.3E Authorised Users may exercise their data subject rights in respect of Supplier Personal Data (including rights of access, rectification, erasure, restriction, portability, and objection) by contacting Sportworks.io at the email address specified in the Privacy Policy. Sportworks.io shall respond to valid data subject requests within the timeframes required by Applicable Data Protection Laws.

4.4 Without prejudice to the generality of clause 4.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Supplier Personal Data and Customer Personal Data to Sportworks.io and lawful collection of the same by Sportworks.io for the duration and purposes of this Services Agreement.

4.5 In relation to the Customer Personal Data, the Order Schedule sets out the scope, nature, and purpose of processing by Sportworks.io, the duration of the processing, and the types of personal data and categories of data subject.

4.6 Without prejudice to the generality of clause 4.2, Sportworks.io shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in the Order Schedule, unless Sportworks.io is required by Applicable Laws to otherwise process that Customer Personal Data. Where Sportworks.io is relying on Applicable Laws as the basis for processing Customer Personal Data, Sportworks.io shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Sportworks.io from so notifying the Customer on important grounds of public interest. Sportworks.io shall inform the Customer if, in the opinion of Sportworks.io, the instructions of the Customer infringe Applicable Data Protection Laws. For the avoidance of doubt, Customer Personal Data may include personal data contained within Output Content (such as names and contact details of proposal recipients), which Sportworks.io shall process solely in accordance with this clause 4;

(b) implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by Sportworks.io to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Sportworks.io), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Services Agreement unless Sportworks.io is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 4.6(f), Customer Personal Data shall be considered deleted where it is put beyond further use by Sportworks.io; and

(g) maintain records to demonstrate its compliance with this clause 4.

4.7 The Customer hereby provides its prior, general authorisation for Sportworks.io to:

(a) appoint processors to process the Customer Personal Data, provided that Sportworks.io:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Sportworks.io in this clause 4;

(ii) shall remain responsible for the acts and omissions of any such processor as if they were the acts and omissions of Sportworks.io; and

(iii) shall inform the Customer of any intended changes concerning the addition or replacement of processors, thereby giving the Customer the opportunity to object to such changes, provided that if the Customer objects to the changes and cannot demonstrate, to Sportworks.io’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Sportworks.io for any losses, damages, costs (including legal fees), and expenses suffered by Sportworks.io in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Sportworks.io shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Sportworks.io, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer) or adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer).

4.8 Either party may, at any time on not less than 30 days’ notice, revise this clause 4 with any applicable standard clauses approved by the UK Information Commissioner’s Office or the EU Commission (to the extent the EU GDPR applies), or forming part of an applicable certification scheme or code of conduct (“Amended Terms”). Such Amended Terms shall apply when replaced by attachment to this Services Agreement, but only in respect of such matters which are within the scope of the Amended Terms.

5. Supplier’s Obligations

5.1 Sportworks.io shall use commercially reasonable endeavours to perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

5.2 Sportworks.io’s obligations at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sportworks.io’s instructions, or modification or alteration of the Services by any party other than Sportworks.io or Sportworks.io’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 5.1, Sportworks.io will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

5.3 Sportworks.io:

(a) does not warrant that:

(i) the Customer’s use of the Services will be uninterrupted or error-free;

(ii) the Services, Documentation, and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;

(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or

(iv) the Software, Documentation, or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

5.4 This Services Agreement shall not prevent Sportworks.io from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products, and/or services which are similar to those provided under this Services Agreement.

5.5 Sportworks.io warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Services Agreement.

5.6 Sportworks.io shall follow its archiving procedures for Customer Data as set out in its Data Policy available at www.sportworks.io/data-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by Sportworks.io in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Sportworks.io shall be for Sportworks.io to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Sportworks.io in accordance with the archiving procedure described in its Data Policy. Sportworks.io shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Sportworks.io to perform services related to Customer Data maintenance and back-up).

6. Customer’s Obligations

6.1 The Customer shall:

(a) provide Sportworks.io with all necessary co-operation in relation to this Services Agreement and all necessary access to such information as may be required by Sportworks.io, in order to provide the Services, including but not limited to Customer Data, security access information, and configuration services;

(b) without affecting its other obligations under this Services Agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this Services Agreement;

(c) carry out all other Customer responsibilities set out in this Services Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Sportworks.io may adjust any agreed timetable or delivery schedule as reasonably necessary and Sportworks.io shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Services Agreement and shall be responsible for any Authorised User’s breach of this Services Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Sportworks.io, its contractors, and agents to perform their obligations under this Services Agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by Sportworks.io from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in this Services Agreement, solely responsible for procuring, maintaining, and securing its network connections and telecommunications links from its systems to Sportworks.io’s data centres, and all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

6.2 The Customer shall own all right, title, and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data.

7. Restrictions

7.1 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Services Agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services, and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties (for the avoidance of doubt, the distribution of Output Content to third parties in accordance with clause 9.3(c) does not constitute the provision of services to third parties for the purposes of this clause 7.1(c)); or

(d) subject to clauses 9.3(c) and 14.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users (this restriction does not apply to the distribution of Output Content permitted under clause 9.3(c)); or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or Sportworks.io’s network and information systems.

8. Charges and Payment

8.1 The Customer shall pay the Fees to Sportworks.io for the Package in accordance with this clause 8 and the Quote. The Quote shall specify the applicable Billing Frequency (Annual or Quarterly).

Annual Billing

8.2 Where the Quote specifies Annual Billing:

(a) the annual Fees for the Initial Period (together with the Setup Fee, if applicable) shall be due and payable in full on the Start Date;

(b) Fees for each Renewal Period shall be invoiced at least 30 days prior to the commencement of that Renewal Period and are payable before the Renewal Period begins; and

(c) the Initial Period and each Renewal Period shall be 12 months.

Quarterly Billing

8.3 Where the Quote specifies Quarterly Billing:

(a) the Initial Period shall be 12 months from the Start Date;

(b) the Fees shall be payable in four quarterly instalments. Each quarterly instalment (“Quarterly Fee”) shall be equal to one quarter of the annual Fees (or such amount as is specified in the Quote);

(c) the first Quarterly Fee, together with the Setup Fee (if applicable), shall be due and payable on the Start Date (“Q1 Payment”);

(d) the second, third, and fourth Quarterly Fees shall be due and payable on the first day of each subsequent three-month period following the Start Date; and

(e) Quarterly Fees for each Renewal Period shall be invoiced at least 14 days prior to the commencement of each quarter and are payable before that quarter begins.

Quarterly Billing — Evaluation Period and Opt-Out

8.4 Where the Quote specifies Quarterly Billing, the Customer shall have the right to terminate the Services Agreement during the first three months of the Initial Period (the “Evaluation Period”), subject to the following conditions:

(a) the Customer must give Sportworks.io written notice of termination no later than the last day of the Evaluation Period (i.e. the date that is three months after the Start Date);

(b) upon valid exercise of the opt-out right, the Services Agreement shall terminate on the last day of the Evaluation Period. The Customer shall have no further liability for Quarterly Fees falling due after the Evaluation Period;

(c) the Q1 Payment (being the first Quarterly Fee and the Setup Fee) is non-refundable. For the avoidance of doubt, the Customer is not entitled to any refund of amounts already paid in respect of the Evaluation Period;

(d) upon termination under this clause 8.4, clauses 11.3(a)–(d) of these Terms of Service shall apply (including data return and licence cessation); and

(e) if the Customer does not exercise the opt-out right by the end of the Evaluation Period, the Customer shall be deemed to have committed to the full 12-month Initial Period. All remaining Quarterly Fees for the Initial Period shall become binding obligations, and the Services Agreement shall continue for the remainder of the Initial Period. Any subsequent renewal shall be subject to clause 8.5A.

8.5 For the avoidance of doubt, the opt-out right in clause 8.4 applies only during the Evaluation Period of the Initial Period under Quarterly Billing. It does not apply to Annual Billing, to any Renewal Period, or to any period after the Evaluation Period has expired.

8.5A Term and Renewal

(a) The Services Agreement shall commence on the Start Date and shall continue for the Initial Period specified in the Order Schedule. Upon expiry of the Initial Period, the Services Agreement shall expire automatically unless the parties agree in writing to renew it.

(b) Any renewal shall be for the Renewal Period specified in the Order Schedule (or such other period as the parties may agree in writing) and on the terms of the then-current Terms of Service, the existing Order Schedule, and any updated Quote or Addendum agreed between the parties.

(c) Sportworks.io shall use reasonable endeavours to notify the Customer at least 90 days before the end of the then-current period that the Services Agreement is approaching expiry, but failure to give such notice shall not extend or renew the Term.

(d) On expiry of the Services Agreement under this clause 8.5A, clauses 11.2 and 11.3 shall apply as if the Services Agreement had been terminated on that date.

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Payment Mechanics

8.6 Where the Customer provides credit card details to Sportworks.io, the Customer hereby authorises Sportworks.io to charge such credit card for the applicable Fees on each payment date (whether annual or quarterly, as specified in the Quote).

8.7 Where the Customer pays by invoice, Sportworks.io shall deliver a valid invoice to the Customer on or before each payment date, and the Customer shall pay each invoice within 30 days after the date of such invoice.

8.8 If Sportworks.io has not received payment on the due date, and without prejudice to any other rights and remedies of Sportworks.io:

(a) Sportworks.io may, on no less than 14 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s password, account, and access to all or part of the Services and Sportworks.io shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then-current base rate of the Bank of England, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.9 All amounts and fees stated or referred to in this Services Agreement:

(a) shall be payable in pounds sterling;

(b) are, subject to clauses 8.4 and 11.4(b), non-cancellable and non-refundable; and

(c) are exclusive of value added tax, which shall be added to Sportworks.io’s invoice(s) at the appropriate rate.

8.10 The Customer is entitled to use the Services in accordance with the allowances set out in its selected Package (including any Add-ons) and Sportworks.io’s fair use policy.

8.11 The Customer may at any time purchase additional Add-ons (including additional Seats, template packs, generation packs, or video generation packs) at Sportworks.io’s then-current rates. Add-ons shall be charged pro rata for the remainder of the then-current billing period and shall renew automatically with the Package unless cancelled in accordance with this Services Agreement.

8.12 Sportworks.io’s fair use policy allows for generous usage within each Month. Sportworks.io may, at its discretion, limit or restrict usage that it reasonably determines to be excessive, abusive, or inconsistent with the ordinary use of the Services by customers of the same Package, or offer the Customer the opportunity to upgrade to a higher Package or purchase additional Add-ons.

8.13 If a Customer exceeds the fair use cap by 200% or more in two consecutive Months, Sportworks.io may, following at least one prior written warning and with the Customer’s written agreement, upgrade the Customer to the next Package tier. The written warning will include the Customer’s current usage, the fair use cap, and the applicable upgrade Fees.

8.14 Design and Deck templates created by the Customer count toward the applicable Package allowance for each Year. Template allowances reset annually at the start of each Year. Deleting or replacing a template does not restore capacity; all created templates continue to count against the Customer’s allowance for that Year.

8.15 The Customer may upgrade to a higher Package at any time by giving written notice to Sportworks.io. The Fees for the upgraded Package will be charged pro rata from the date of upgrade for the remainder of the current billing period. Upon upgrade, the Customer’s new Package allowances will apply immediately, and any previously used templates or generations remain counted toward the new Package allowance.

8.16 Where the parties agree to renew the Services Agreement in accordance with clause 8.5A, Sportworks.io shall be entitled to increase the Fees for the Renewal Period. Unless otherwise agreed. Sportworks.io shall notify the Customer of the applicable Fee increase as part of the renewal process, and the Quote shall be deemed amended accordingly.

9. Proprietary Rights and Intellectual Property

9.1 The Customer acknowledges and agrees that Sportworks.io and/or its licensors own all intellectual property rights in the Services, the Software, and the Documentation. Except as expressly stated herein, this Services Agreement does not grant the Customer any rights to, under, or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9.2 Sportworks.io confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Services Agreement.

9.3 The Customer shall retain ownership of Customer Data. In respect of Output Content created by the Customer or its Authorised Users using the Services: (a) the Customer shall own any original text, images, or data uploaded or inputted by the Customer into the Output Content; (b) Sportworks.io shall retain all intellectual property rights in the underlying templates, design elements, layouts, and platform-generated components used to produce the Output Content; and (c) the Customer is granted a non-exclusive, perpetual licence to use, copy, distribute, and display the Output Content for its business purposes, including sharing Output Content with prospective sponsors, partners, agencies, brands, and other third parties in connection with the Customer’s commercial activities, sponsorship proposals, and partnership activations, subject to the terms of this Services Agreement.

10. Indemnity and Limitation of Liability

Indemnity

10.1 The Customer shall defend, indemnify, and hold harmless Sportworks.io against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Sportworks.io provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(c) the Customer is given sole authority to defend or settle the claim.

10.2 Sportworks.io shall defend the Customer, its officers, directors, and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Services Agreement infringes any third-party United Kingdom patent effective as of the Start Date, copyright, trade mark, database right, or other intellectual property right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Sportworks.io is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim, and provides reasonable co-operation to Sportworks.io in the defence and settlement of such claim, at Sportworks.io’s expense; and

(c) Sportworks.io is given sole authority to defend or settle the claim.

10.3 In the defence or settlement of any claim under clause 10.2, Sportworks.io may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Services Agreement on 2 Business Days’ notice to the Customer without any additional liability to pay Liquidated Damages, Consequential Loss, or other additional costs to the Customer.

10.4 In no event shall Sportworks.io, its employees, agents, and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than Sportworks.io;

(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Sportworks.io;

(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Sportworks.io or any appropriate authority;

(d) the Customer Data; or

(e) the Customer’s breach of this Services Agreement.

10.5 The foregoing and clause 10.2 state the Customer’s sole and exclusive rights and remedies, and Sportworks.io’s (including Sportworks.io’s employees’, agents’, and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any third-party patent, copyright, trade mark, or database right by Sportworks.io.

Limitation of Liability

10.6 The following definitions apply in this clause 10: (a) liability means every kind of liability arising under or in connection with this Services Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise; and (b) default means any act or omission resulting in one party incurring liability to the other.

10.7 Except as expressly and specifically provided in this Services Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Sportworks.io shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions, or scripts provided to Sportworks.io by the Customer in connection with the Services, or any actions taken by Sportworks.io at the Customer’s direction;

(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Services Agreement; and

(c) the Services and the Documentation are provided to the Customer on an “as is” basis.

10.8 Nothing in this Services Agreement excludes the liability of Sportworks.io:

(a) for death or personal injury caused by Sportworks.io’s negligence; or

(b) for fraud or fraudulent misrepresentation.

10.9 Subject to clause 10.8:

(a) Sportworks.io shall have no liability for any Consequential Loss; and

(b) Sportworks.io’s total aggregate liability to the Customer (including in respect of the indemnity at clause 10.2), in respect of all defaults, shall not exceed the Liability Cap as defined in the Order Schedule.

10.10 Notwithstanding clause 10.9(b), the total aggregate liability of Sportworks.io arising from a breach of clause 4 (Data Protection), a breach of clause 12 (Confidentiality), or the indemnity in clause 10.2 shall not exceed the greater of: (a) 200% of the total Fees paid or payable in the 12 months before the event giving rise to the claim; and (b) the Liability Cap. The limitation in clause 10.8 applies to this clause.

10.11 Nothing in this Services Agreement excludes the liability of the Customer for any breach, infringement, or misappropriation of Sportworks.io’s intellectual property rights.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate this Services Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Services Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of the Services Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(c) the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Services Agreement has been placed in jeopardy.

11.2 Subject to clauses 8.4 and 11.4, termination of the Services Agreement or of any Services will not relieve the Customer from any obligation to pay Fees or reimburse expenses for Services performed prior to termination. Upon termination:

(a) all sums invoiced by Sportworks.io shall be immediately due and payable;

(b) all unused elements of a Package shall expire; and

(c) in the event that any of the Fees are payable in instalments, all outstanding instalments shall be immediately due and payable.

11.3 On termination of this Services Agreement for any reason:

(a) all licences granted under this Services Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and the Documentation;

(b) each party shall return and make no further use of any equipment, property, Documentation, and other items (and all copies of them) belonging to the other party;

(c) Sportworks.io may destroy or otherwise dispose of any of the Customer Data in its possession unless Sportworks.io receives, no later than 30 days after the effective date of termination, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Sportworks.io shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination. The Customer shall pay all reasonable expenses incurred by Sportworks.io in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Services Agreement which existed at or before the date of termination, shall not be affected or prejudiced.

11.4 Refunds on termination:

(a) Subject to clause 8.4 (Quarterly Billing opt-out), the Fees are non-cancellable and non-refundable except as expressly provided in this clause 11.4.

(b) If the Customer terminates this Services Agreement pursuant to clause 11.1 as a result of Sportworks.io’s material breach, Sportworks.io shall refund to the Customer a pro-rata portion of any Fees pre-paid by the Customer in respect of the period from the effective date of termination to the end of the then-current billing period (whether annual or quarterly). No refund shall be due in respect of the Setup Fee.

(c) If Sportworks.io terminates this Services Agreement pursuant to clause 11.1 as a result of the Customer’s material breach, no refund of any pre-paid Fees shall be due to the Customer.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Services Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

12.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Services Agreement.

12.4 The terms of confidentiality under this Services Agreement will not limit either party’s right to independently develop or acquire products, software, or services without use of or reference to the other party’s Confidential Information.

13. General

13.1 Publicity. Provided that Sportworks.io complies with any trade mark usage requirements notified to it by Customer, Sportworks.io may refer to Customer as one of Sportworks.io’s customers and use Customer’s logo as part of such reference. Upon execution of this Services Agreement, Sportworks.io may either (i) issue a press release announcing the relationship, or (ii) submit a joint press release to Customer for Customer’s approval, such approval not to be unreasonably withheld or delayed. Customer agrees to be a reference account for Sportworks.io, provided that Sportworks.io will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference calls.

13.2 Force Majeure. If the performance of this Services Agreement is adversely restricted or if either party is unable to conform to any warranty by reason of any circumstances beyond the reasonable control and without the fault or negligence of the party affected, then, except with respect to obligations to pay any fees or expenses, the party affected, upon giving prompt written notice to the other party, will be excused from such performance on a day-to-day basis to the extent of such restriction; provided, however, that the party so affected will use all commercially reasonable endeavours to avoid or remove such causes of non-performance and both parties will proceed whenever such causes are removed or cease.

13.3 Severability. If any provision (or part of a provision) of this Services Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intentions of the parties.

13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Services Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.5 Third Parties. Except as expressly set out in this Services Agreement, no provisions of this Services Agreement are intended to provide or create any third-party beneficiary rights. Notwithstanding the foregoing, Sportworks.io’s suppliers of products and services furnished hereunder will enjoy the same disclaimers of warranty, limitations on liability, and similar exclusionary provisions as does Sportworks.io.

13.6 Assignment. Neither party may assign any of its rights or obligations under this Services Agreement without the prior written consent of the other, which will not be unreasonably withheld, conditioned, or delayed; however, Sportworks.io may assign or delegate some or all of its rights and obligations under this Services Agreement to any of its affiliates, or to an entity to which it has merged, or that acquires all of its assets. Subject to the foregoing, this Services Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

13.7 Notices. Any notice or other communication under this Services Agreement shall be in writing and may be delivered by: (a) email to the email address specified in the Order Schedule (or such other email address as the relevant party may notify to the other from time to time), in which case the notice shall be deemed received on the next Business Day after sending, provided no automated non-delivery notification is received by the sender; (b) certified or registered mail, or insured courier, to the address set out in the Order Schedule, in which case the notice shall be deemed received 5 Business Days after the date of posting; or (c) hand delivery to the address set out in the Order Schedule, in which case the notice shall be deemed received on delivery. Either party may update its notice details by giving written notice to the other party in accordance with this clause.

13.8 Entire Agreement. This Services Agreement (comprising these Terms of Service, the Order Schedule, the Quote, and any Addendum) constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter and supersedes all prior communications, representations, agreements, or understandings. Except as provided in clause 13.10, this Services Agreement may not be modified or amended except in writing and signed by both parties.

13.9 Governing Law and Courts. This Services Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Services Agreement.

13.10 Amendments to Terms of Service. Sportworks.io may amend these Terms of Service from time to time by publishing the updated version at sportworks.io/terms (or such successor URL as Sportworks.io may notify to the Customer). Sportworks.io shall give the Customer at least 30 days’ prior written notice of any material amendment (a “Change Notice”). If the Customer does not agree to the amended Terms of Service, the Customer may terminate the Services Agreement by giving written notice to Sportworks.io before the amendment effective date, in which case: (a) the Services Agreement shall terminate on the amendment effective date; (b) Sportworks.io shall refund to the Customer a pro-rata portion of any Fees pre-paid by the Customer in respect of the period from the amendment effective date to the end of the then-current billing period (whether annual or quarterly), but no refund shall be due in respect of the Setup Fee; and (c) clauses 11.3(a)–(d) shall apply. If the Customer does not terminate before the amendment effective date, the Customer shall be deemed to have accepted the amended Terms of Service. Non-material amendments (such as corrections, formatting changes, or clarifications that do not alter the Customer’s rights or obligations) shall take effect upon publication without notice.

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