Last Updated: July 28, 2026
In this Agreement, the following terms have the meanings set forth below:
This Agreement consists of these terms, each executed Order Form, the Data Processing Addendum in Section 17, and any exhibits or addenda the parties execute that reference this Agreement.
In the event of a conflict, the following order of precedence applies, from highest to lowest: (a) an executed Order Form; (b) the Data Processing Addendum; (c) these terms; (d) the Documentation.
This Agreement supersedes the SplitStep AI End User License Agreement in its entirety with respect to Customer's access to and use of the Services and Output Data. Where the two documents conflict, this Agreement controls. The End User License Agreement continues to govern SplitStep AI's self-serve and individual users, and continues to govern any separate account Customer's personnel hold outside the scope of an Order Form.
Any terms contained in a Customer purchase order, vendor portal, or similar document are of no effect and do not modify this Agreement, even if SplitStep AI accepts or acknowledges that document.
Subject to Customer's payment of the applicable fees, SplitStep AI will make the Services available to Customer in accordance with the applicable Order Form and the Documentation. Output Data is delivered through the mechanisms described in the Documentation, which may include API access, bulk export, or scheduled delivery.
Customer is responsible for safeguarding its API keys and account credentials, for all activity conducted under them, and for promptly notifying SplitStep AI of any suspected compromise.
SplitStep AI may improve and modify the Services during the term. SplitStep AI will not materially degrade the core functionality of the Services or remove data fields that Customer relies upon without at least ninety (90) days' prior written notice. For material breaking changes to the API, SplitStep AI will maintain the prior version for at least ninety (90) days following notice. If a change materially and adversely affects Customer's use and SplitStep AI cannot provide a reasonable equivalent, Customer may terminate the affected Order Form on written notice and receive a pro-rata refund of prepaid fees for the remainder of the then-current term.
SplitStep AI may engage subcontractors and service providers to perform the Services and remains responsible for their performance under this Agreement.
In plain terms: Customer may build products on our Output Data and sell access to those products to its own users, teams, and organizations. What Customer may not do is strip the data out of its product and resell it as raw data, or use it to build a rival data extraction engine.
Subject to Customer's compliance with this Agreement and payment of the applicable fees, SplitStep AI grants Customer a worldwide, non-exclusive, sublicensable (in accordance with Section 4.3), royalty-free right and license, within the Licensed Scope, to:
Customer may use reasonable extracts of Output Data and Derived Works in marketing materials, demonstrations, pitches, publications, and public communications relating to the Customer Application.
Customer may sublicense to End Users the rights necessary for them to access and use Output Data and Derived Works through the Customer Application, including the right for an End User organization such as a club, team, or federation to make that access available to its own members, staff, and players. Customer may not grant End Users rights broader than those Customer holds under this Agreement, and Customer must bind End Users to written terms that, at a minimum:
Customer remains responsible to SplitStep AI for the acts and omissions of its End Users as if they were Customer's own.
Customer will not, and will not permit any End User or third party to:
Output Data that has been delivered to Customer and paid for is licensed perpetually. The rights granted in Sections 4.1 through 4.3 with respect to that Output Data, and to Derived Works created from it, survive expiration or termination of this Agreement and continue indefinitely, subject to the restrictions in Section 4.4 and to Section 12.5.
This means the Customer Application does not stop working, and End Users do not lose access to historical data, if the commercial relationship ends.
Output Data that has not been paid for is not licensed perpetually. The license granted in Section 4.1 is conditional on payment. Where an undisputed amount remains unpaid after its due date, Customer's license to any Output Data delivered but not paid for is suspended immediately, and Customer will cease using that Output Data and any Derived Works created from it, and will cease making them available to End Users, until payment is made in full. If this Agreement or the applicable Order Form is terminated while an undisputed amount remains unpaid, the license to the Output Data covered by that unpaid amount terminates permanently, and Customer will delete it and any Derived Works created from it and, on request, certify that it has done so.
"Competing Service" means a product or service whose principal function is the automated extraction of tracking, positional, event, or biomechanical data from sports video, or the provision of machine learning models that perform such extraction.
The Customer Application is not a Competing Service. For the avoidance of doubt, none of the following is a Competing Service, and nothing in this Agreement restricts Customer from offering: analytics platforms, statistics products, dashboards, scouting and recruitment tools, coaching and player development tools, fan-facing products, broadcast graphics, betting or fantasy products (subject to applicable law and the Licensed Scope), or any other product that consumes Output Data rather than producing it.
SplitStep AI owns and retains all right, title, and interest in and to the Services, the Models, the Documentation, all underlying technology, and all Output Data, together with all intellectual property rights in the foregoing. Except for the licenses expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise.
Customer owns and retains all right, title, and interest in and to the Source Content, the Customer Application, Customer's trademarks and branding, and all Derived Works Customer creates, excluding the Output Data embedded within them and excluding any SplitStep AI intellectual property. SplitStep AI claims no ownership of the Customer Application or of Customer's analytics methodologies.
An Order Form may vary Section 5.1 for specified Output Data, including by assigning ownership of that Output Data to Customer, granting exclusivity for a defined sport, competition, territory, or period, or agreeing field-level restrictions. Any such variation applies only to the Output Data and period expressly identified.
SplitStep AI may create and use Aggregated Data for any business purpose, including improving the Services, training the Models, benchmarking, and publishing research and industry reports. SplitStep AI will not publish or disclose Aggregated Data in a form that identifies Customer, any End User, any individual, or any specific match, competition, or event without Customer's prior written consent.
If Customer provides suggestions or feedback about the Services, SplitStep AI may use it without restriction or obligation. Feedback is provided voluntarily and is not Customer confidential information.
Customer grants SplitStep AI a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transform, and process Source Content, and to sublicense those rights to SplitStep AI's subcontractors, for the purpose of providing, securing, supporting, and troubleshooting the Services.
Whether SplitStep AI may use Source Content to train and improve the Models is elected on the Order Form:
| Election | Effect |
|---|---|
| Training Permitted (default if the Order Form is silent) | SplitStep AI may use Source Content and Output Data on a perpetual, irrevocable basis to train, develop, evaluate, and improve the Models and to conduct research and development. Models trained in this way are SplitStep AI's exclusive property. |
| No-Train | SplitStep AI will not use Customer's Source Content or Output Data to train or fine-tune the Models. SplitStep AI may still use Aggregated Data and operational telemetry, and may process Source Content as needed to deliver the Services and investigate quality issues. A No-Train election may carry different pricing as set out in the Order Form. |
Where training is permitted, Customer acknowledges that patterns learned by a Model cannot be extracted from that Model. Deletion of Source Content under Section 12.4 or the Data Processing Addendum removes the underlying material but does not require SplitStep AI to retrain, delete, or degrade any Model.
SplitStep AI will not sell, license, or distribute Customer's Source Content to third parties as a standalone product, and will not disclose Source Content to Customer's competitors.
Unless the Order Form provides otherwise, Customer will include a reasonably visible "Powered by SplitStep AI" attribution, with SplitStep AI's then-current logo or wordmark, in the Customer Application where Output Data is displayed, and in accordance with any brand guidelines SplitStep AI provides. Each party may identify the other as a customer or supplier and use the other's name and logo in customer lists and marketing materials, subject to the other party's brand guidelines and the right to revoke that permission on thirty (30) days' written notice. Press releases and case studies require the other party's prior written approval.
Customer's rights are limited to the Licensed Scope stated in the Order Form. Customer will implement reasonable measures to monitor its usage and will not knowingly exceed the Licensed Scope. SplitStep AI may audit usage through the Services' metering and, on reasonable notice and no more than once in any twelve (12) month period, may request records reasonably necessary to verify compliance.
If Customer exceeds the Licensed Scope, SplitStep AI will notify Customer and the parties will act in good faith to true up usage at the rates in the Order Form or, if none apply, at SplitStep AI's then-current list rates. Exceeding the Licensed Scope is not by itself a breach if Customer pays the applicable true-up within thirty (30) days of notice.
SplitStep AI will use commercially reasonable efforts to make the Services available in accordance with the service level commitments, turnaround targets, and support response times set out in the applicable Order Form or a service level exhibit. Where an Order Form specifies service credits, those credits are Customer's sole and exclusive remedy for failure to meet the applicable commitment, except where the failure is sustained and material enough to constitute a breach entitling Customer to terminate under Section 12.3.
Planned maintenance, force majeure events, and failures caused by Customer, its End Users, or Source Content that does not meet the technical requirements in the Documentation are excluded from availability calculations.
Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential. The receiving party will use the disclosing party's confidential information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective.
These obligations do not apply to information that is or becomes public without breach, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without reference to the confidential information. A party may disclose confidential information where required by law or legal process, provided it gives prompt notice where legally permitted and cooperates in seeking protective treatment.
Source Content, Output Data, Order Form pricing, and the Models are each treated as confidential information of the party that owns them.
Each party represents that it is duly organized, has full authority to enter into this Agreement, and that this Agreement is a binding obligation enforceable against it.
SplitStep AI represents and warrants that:
Customer represents and warrants that:
This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Each Order Form runs for the term stated in it and renews only as that Order Form provides.
Unless an Order Form states otherwise, neither party may terminate an Order Form for convenience during its term. Either party may elect not to renew by giving written notice at least sixty (60) days before the end of the then-current term.
If SplitStep AI gives notice of a fee change under Section 8 or of a change to these terms under Section 18.9, Customer may elect not to renew within fifteen (15) days of receiving that notice, even if the sixty (60) day period has already passed.
Either party may terminate this Agreement or an affected Order Form on written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice describing the breach, or immediately if the other party becomes insolvent, ceases business, or is subject to bankruptcy or similar proceedings that are not dismissed within sixty (60) days. If Customer terminates for SplitStep AI's uncured material breach, SplitStep AI will refund prepaid fees for the unused remainder of the term.
Non-payment. Non-payment is a material breach. In addition to its suspension rights under Section 8, SplitStep AI may terminate this Agreement and any Order Form on written notice if an undisputed amount remains unpaid thirty (30) days after its due date. The consequences for unpaid Output Data are set out in Section 4.5.
If Customer materially breaches Section 4.4 and fails to cure within thirty (30) days, SplitStep AI may terminate this Agreement and, notwithstanding Section 4.5, revoke Customer's perpetual license to Output Data. SplitStep AI will exercise this right only where the breach is material and uncured, and will allow Customer a reasonable wind-down period, not less than ninety (90) days, to notify and transition affected End Users.
Sections 4.4, 4.5, 4.6, 5, 6.2, 6.3, 6.4, 8 (for accrued amounts), 10, 13, 14, 15, 16, 17, and 18 survive termination.
Licensed Scope after termination. Customer's perpetual license under Section 4.5 remains subject to the parts of the Licensed Scope that define how Output Data may be used, including any limits on sport, competition, territory, and distribution channel, which continue to apply indefinitely. The parts of the Licensed Scope that measure ongoing consumption, including volume, seat count, and term, cease to apply on termination, since Customer receives no further Output Data.
EXCEPT AS EXPRESSLY SET OUT IN SECTION 11.2, THE SERVICES AND OUTPUT DATA ARE PROVIDED "AS IS" AND SPLITSTEP AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SPLITSTEP AI DOES NOT WARRANT THAT OUTPUT DATA WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICES WILL BE UNINTERRUPTED. Accuracy depends materially on the quality, angle, resolution, framing, and lighting of Source Content. Customer is responsible for validating Output Data for its intended use, for the way it presents Output Data to End Users, and for any decisions made in reliance on it, particularly decisions relating to health, selection, employment, wagering, or competition.
SplitStep AI will defend Customer and its officers, directors, and employees against any third-party claim alleging that the Services or Output Data, as delivered by SplitStep AI and used in accordance with this Agreement, infringe or misappropriate that third party's patent, copyright, trademark, or trade secret rights, and will pay damages finally awarded or amounts agreed in settlement.
Section 14.1 does not apply to claims arising from: Source Content; the Customer Application or Derived Works; combination of the Services or Output Data with anything not supplied by SplitStep AI where the claim would not have arisen but for the combination; Customer's modification of Output Data; use outside the Licensed Scope or in breach of this Agreement; or Customer's continued use after SplitStep AI notifies Customer to stop and provides a non-infringing alternative.
If the Services or Output Data become, or SplitStep AI reasonably believes they may become, the subject of an infringement claim, SplitStep AI may at its option and expense procure the right for Customer to continue using them, modify or replace them so they are non-infringing while materially equivalent, or, if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the unused remainder of the term. Sections 14.1 and 14.3 state SplitStep AI's entire liability and Customer's exclusive remedy for intellectual property infringement.
Customer will defend SplitStep AI and its officers, directors, and employees against any third-party claim arising from Source Content, the Customer Application, Derived Works, Customer's breach of Section 11.3, Customer's relationship with or representations to its End Users, or Customer's use of Output Data outside the Licensed Scope, and will pay damages finally awarded or amounts agreed in settlement.
The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. A delay in notice relieves the indemnifying party only to the extent it is prejudiced. The indemnifying party may not settle a claim in a way that imposes a non-monetary obligation or admission of liability on the indemnified party without its consent, not to be unreasonably withheld.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, unless the Order Form specifies a different cap.
The cap above does not apply to: the parties' indemnification obligations under Section 14; breach of Section 10 (Confidentiality); Customer's breach of Section 4.4 (Restrictions) or Section 11.3; Customer's payment obligations; or either party's fraud, gross negligence, or willful misconduct. Liability for the excluded matters in this paragraph is capped at three (3) times the fees paid or payable in the preceding twelve (12) months, except for fraud, willful misconduct, and Customer's payment obligations, which are uncapped.
These limitations apply regardless of the theory of liability and survive the failure of any limited remedy.
Each party will comply with all laws applicable to its performance, including export control and sanctions laws, anti-bribery and anti-corruption laws, and data protection laws. Neither party will make Output Data available to any person or entity located in an embargoed country or appearing on a restricted party list.
This Section 17 forms the parties' data processing addendum and applies where Source Content or other data processed under this Agreement contains personal data.
With respect to personal data contained in Source Content and Output Data processed to deliver the Services, Customer is the controller (or processor acting for its own customers) and SplitStep AI is the processor (or sub-processor). With respect to Customer account data, billing data, and operational telemetry, and with respect to any use of data for model training under Section 6.2, SplitStep AI acts as an independent controller.
SplitStep AI will process personal data only on Customer's documented instructions, which include this Agreement and the applicable Order Form, except where required by law, in which case SplitStep AI will notify Customer unless prohibited. SplitStep AI will notify Customer if it believes an instruction infringes applicable data protection law.
| Element | Detail |
|---|---|
| Subject matter | Automated extraction of tracking, event, and performance data from sports video |
| Duration | The term of the applicable Order Form, plus retention periods in Section 12.4 |
| Categories of data subjects | Players, coaches, officials, and other individuals appearing in Source Content; Customer personnel and End Users |
| Categories of personal data | Image and likeness, positional and movement data, performance statistics, names and team affiliations where supplied, account and contact details |
| Special category data | Movement, pose, and gait data that may constitute biometric data under some laws. Customer is responsible for the lawful basis and consents under Section 11.3 |
Customer generally authorizes SplitStep AI to engage sub-processors, including cloud infrastructure and annotation providers. SplitStep AI maintains a current list of sub-processors available on request, will give Customer at least thirty (30) days' notice before adding or replacing a sub-processor, and will impose data protection obligations on each sub-processor no less protective than those in this Section 17. SplitStep AI remains liable for its sub-processors' performance. Customer may object to a new sub-processor on reasonable data protection grounds within the notice period, and if the parties cannot agree on a resolution, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees.
SplitStep AI will implement and maintain appropriate technical and organizational measures, including encryption of data in transit and at rest, role-based access controls, least-privilege administrative access, logging and monitoring, personnel confidentiality obligations and security training, vulnerability management, and a documented incident response process.
SplitStep AI will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a personal data breach affecting personal data processed on Customer's behalf, will provide the information reasonably available to assist Customer's own notification obligations, and will take reasonable steps to mitigate and remediate.
Taking into account the nature of the processing, SplitStep AI will provide reasonable assistance to Customer in responding to data subject requests and in carrying out data protection impact assessments and prior consultations. Where SplitStep AI receives a request directly from a data subject relating to personal data processed on Customer's behalf, it will refer the request to Customer.
SplitStep AI processes data in the United States and in other jurisdictions where its sub-processors operate. Where personal data originating in the European Economic Area, the United Kingdom, or Switzerland is transferred to a country without an adequacy decision, the parties incorporate the European Commission's Standard Contractual Clauses (Module Two, controller to processor, or Module Three, processor to sub-processor, as applicable) and the UK International Data Transfer Addendum, which are deemed executed by entry into this Agreement.
SplitStep AI will make available information reasonably necessary to demonstrate compliance with this Section 17, including available third-party audit reports and security questionnaires. Customer may conduct an on-site audit no more than once in any twelve (12) month period, on at least thirty (30) days' notice, during business hours, subject to confidentiality, and at Customer's expense, or more frequently if required by a supervisory authority or following a personal data breach.
On expiry or termination, SplitStep AI will delete or return personal data processed on Customer's behalf in accordance with Section 12.4, subject to Section 6.3 and legal retention requirements.
In the event of a conflict between this Section 17 and the rest of this Agreement with respect to the processing of personal data, this Section 17 controls.
This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute through good-faith discussions between senior executives for thirty (30) days. Any unresolved dispute will be determined by binding arbitration in Delaware before a single arbitrator, administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Disputes will be resolved only on an individual basis and not in any class, consolidated, or representative proceeding.
Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign it in its entirety, on written notice and without consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns.
Customer's affiliates may use the Services and Output Data within the Licensed Scope, and may execute their own Order Forms under this Agreement. Customer remains responsible for its affiliates' compliance.
Notices must be in writing and sent to the addresses on the Order Form, with a copy to legal@splitstep.ai for SplitStep AI. Notices are effective on receipt, or on the next business day if sent by email with confirmation of delivery.
Neither party is liable for a failure or delay caused by circumstances beyond its reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.
The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.
Except for the indemnified parties under Section 14 and SplitStep AI's rights as a third-party beneficiary of End User terms under Section 4.3, there are no third-party beneficiaries to this Agreement.
This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, agreements, and understandings, including the End User License Agreement as set out in Section 2.3. It may be amended only by a written instrument signed by both parties, except that SplitStep AI may update these terms prospectively for renewal terms on at least thirty (30) days' written notice before the end of the then-current term, subject to Customer's right to decline renewal under Section 12.2. Amendments do not apply retroactively to Output Data already delivered.
A failure to enforce any provision is not a waiver of it. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in effect.
Order Forms may be executed in counterparts and by electronic signature, each of which is an original and together one instrument.
For commercial licensing enquiries or questions about this Agreement:
SplitStep AI Inc.
Commercial, privacy, and data protection: info@splitstep.ai
Legal notices: legal@splitstep.ai
Billing and account support: support@splitstep.ai
Website: https://splitstep.ai
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