END USER LICENSE AGREEMENT

1. Definitions

In this Agreement, the following terms have the meanings set forth below:

• "SplitStep AI," "we," "us," or "our" refers to SplitStep AI Inc., a Delaware corporation.
• "Services" refers collectively to the SplitStep App, the Pipeline, Tater, and the cloud infrastructure that supports them.
• "SplitStep App" refers to our web application, where you upload videos and view, filter, and export the resulting analysis through our front end.
• "Pipeline" refers to our API-driven video processing service, which performs the same processing as the SplitStep App and returns data directly to your systems without a front end.
• "Cloud Services" refers to the cloud-based video processing and storage that underpins both the SplitStep App and the Pipeline. The SplitStep App and the Pipeline are two ways of reaching the same Cloud Services.
• "Tater" refers to our legacy browser-based labeling and analysis tool, which performed video processing on your own device. Tater is not currently offered to new users. The provisions of this Agreement relating to Tater apply only to users with existing access to it.
• "User," "you," or "your" refers to any individual or entity that accesses or uses our Services.
• "User Content" refers to any videos, images, data, or other materials that you upload, submit, or provide to our Services.
• "Output Data" refers to the analytical results, statistics, insights, visualizations, and other data generated by our Services based on your User Content.
• "Models" refers to our machine learning models, algorithms, and artificial intelligence systems.
• "Commercial Data License Agreement" refers to our Commercial Data License Agreement, executed together with an order form, under which organizations license Output Data for redistribution in their own products.

2. Acceptance of Terms

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. This Agreement constitutes a legally binding agreement between you and SplitStep AI Inc.

3. License Grant

3.1 License to Use Services

Subject to your compliance with this Agreement, SplitStep AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your personal or internal business purposes only. Broader rights, including the right to sublicense and redistribute, are available only under a Commercial Data License Agreement.

3.2 Restrictions

You agree not to:

• Copy, modify, distribute, sell, or lease any part of our Services;
• Reverse engineer, decompile, or attempt to extract the source code of our Services or Models;
• Use our Services for any illegal purpose or in violation of any applicable laws;
• Attempt to gain unauthorized access to our systems or networks;
• Use our Services to develop competing products or services;
• Remove, alter, or obscure any proprietary notices on our Services;
• Use any automated system, including robots, spiders, or scrapers, to access our Services without our prior written permission;
• Interfere with or disrupt the integrity or performance of our Services.

4. Data Collection and Usage

4.1 SplitStep App and Pipeline (Cloud Processing)

The SplitStep App and the Pipeline both process your videos in our cloud. The following applies to both:

• Cloud Processing: Videos you submit are uploaded to and processed on our cloud infrastructure. Processing does not take place on your device.
• Video Storage: Videos you upload are stored on our secure cloud infrastructure.
• Associated Data: We store the videos and any information you provide with those videos (metadata, titles, descriptions, and similar).
• Retention: We retain your uploaded videos and associated data indefinitely unless you request deletion or terminate your account.
• Model Training: We use the videos you upload, and the Output Data generated from them, to train and improve our Models, as described in Section 5.1.
• Service Providers: Your videos may be processed by third-party service providers acting on our behalf under confidentiality obligations. We do not sell, license, or otherwise provide your videos or Output Data to other customers or to third parties for their own purposes.
• Payment Information: We collect and store only the personal information necessary to process payments for our Services.

4.2 Tater (Legacy)

Tater is not currently offered to new users. For users with existing access, videos are processed on your own device and are not stored on our servers, and any labeling information you create is not stored on our servers. Our Models are hosted on our servers, so inference requests (including the image data needed to perform the analysis) are transmitted to our cloud infrastructure for processing, but they are not retained and are not used to train our Models. If you choose to send a video from Tater to our Cloud Services, that video is handled under Section 4.1.

Tater may allow you to connect your own cloud storage account. Any such account is yours, and you are solely responsible for its configuration, security, and contents. We cannot access, retrieve, secure, or delete data held there.

4.3 Right to Modify

We reserve the right to modify our data collection and storage practices in the future. Any material changes will be communicated to users, and continued use of the Services after such notification will constitute acceptance of the updated terms.

5. Intellectual Property Rights

5.1 Your Content - Ownership and License Grant

Cloud Services: When you upload User Content to our Cloud Services:

• You Retain Ownership: You retain all ownership rights to your User Content.
• License to SplitStep AI: You grant SplitStep AI a worldwide, perpetual, irrevocable, royalty-free, sublicensable (as described below) license to use, reproduce, modify, adapt, create derivative works from, and process your User Content for the following purposes:
  • Providing, maintaining, and improving our Services;
  • Training, developing, and improving our Models and algorithms;
  • Research and development purposes;
  • Creating derivative analytical works and insights;
  • Any other purpose related to our business operations.
• Who We May Sublicense To: We may sublicense the rights above only to (a) cloud providers, contractors, contracting firms, and other service providers who host, process, develop, or otherwise work on our behalf, in each case under confidentiality obligations; and (b) a successor or acquirer in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or business. We will not sublicense or provide your User Content to any other third party for that party's own purposes.
• Prohibition on Direct Sale: We will not directly sell, license, or distribute your original User Content (videos) to third parties as standalone products.

5.2 Output Data Ownership

All Output Data generated by our Services from your User Content is the exclusive property of SplitStep AI. This includes, but is not limited to:

• Statistical analysis and metrics;
• Tracking data and movement analysis;
• Performance insights and recommendations;
• Visualizations and graphical representations;
• Any other analytical results produced by our Services.

SplitStep AI grants you a non-exclusive, non-transferable, non-sublicensable license to use the Output Data generated from your User Content for your personal or internal business purposes, subject to the restrictions in Section 5.3.

5.3 Restrictions on Output Data Use

Except as expressly permitted under a Commercial Data License Agreement you have executed, you agree that you will NOT:

• Commercial Resale: Resell, redistribute, sublicense, or otherwise commercially exploit the Output Data without our express written consent;
• Public Sharing: Share, publish, or distribute the Output Data publicly or non-commercially without our express written consent;
• Competitive Use: Use the Output Data to train, develop, or improve any machine learning models, algorithms, or artificial intelligence systems, whether for your own use or for third parties;
• Competing Products: Use the Output Data to develop, support, or enhance any products or services that compete with SplitStep AI's Services;
• Third-Party Training: Provide the Output Data to any third party for the purpose of training their algorithms or models.

5.4 Permitted Uses of Output Data

You MAY use the Output Data for:

• Your personal analysis and improvement;
• Internal business purposes (e.g., coaching, training, performance analysis);
• Sharing with coaches, trainers, or students in a private coaching or training context;
• Team or organizational analysis and development;
• Any other non-commercial, personal, or internal use that does not compete with our Services.

5.5 SplitStep AI Intellectual Property

All rights, title, and interest in and to the Services, including all software, Models, algorithms, technology, designs, trademarks, and any other intellectual property, are and will remain the exclusive property of SplitStep AI. This Agreement does not grant you any ownership rights to our intellectual property.

6. User Warranties and Representations

You represent and warrant that:

• You have all necessary rights, licenses, and permissions to upload and use any User Content with our Services;
• Your User Content does not infringe, violate, or misappropriate any third-party rights, including intellectual property rights, privacy rights, or publicity rights;
• You have obtained all necessary consents, releases, and permissions from any individuals appearing in your User Content;
• Your User Content does not contain any illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable material;
• You will use the Services in compliance with all applicable laws and regulations;
• You meet the age requirements set out below;
• All information you provide to us is accurate, current, and complete.

Age requirements. You must be at least 18 to open an account in your own name. A user aged 13 to 17 may hold an account only if a parent or legal guardian has read and agreed to this Agreement on their behalf. In the European Economic Area, the United Kingdom, and Switzerland, that minimum age is 16 unless local law permits a lower age. Anyone under 13 may not create or hold their own account.

Supervised profiles. A player under 13 may take part in the Services through a supervised profile created and managed by an adult account holder, such as a parent, legal guardian, coach, club, or program. A supervised profile has no separate login and no direct account relationship with us. The adult account holder creates the profile, uploads any videos, accepts this Agreement, is responsible for all fees, and must hold the rights and consents needed to submit video of that player. Where the account holder is not the player's parent or legal guardian, the account holder must have obtained the parent's or guardian's consent before creating the profile or uploading video.

Where a parent or guardian consents on behalf of a minor, or where an adult manages a supervised profile, that person accepts this Agreement, is responsible for supervising the minor's use of the Services, is responsible for all fees and for compliance with this Agreement, and may access, correct, or delete the minor's information. We may ask for verification of that consent and may suspend or close the account or profile if we cannot verify it.

7. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with this Agreement. Specifically, you agree not to:

• Upload any User Content that depicts illegal activities or violates any laws;
• Upload User Content containing malware, viruses, or any malicious code;
• Use the Services to harass, abuse, or harm another person;
• Upload content depicting minors without proper consent and legal compliance;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Use the Services in any manner that could disable, overburden, or impair our servers or networks;
• Attempt to circumvent any security features or access controls of our Services.

8. Service Modifications and Updates

SplitStep AI reserves the right to:

• Modify, suspend, or discontinue any aspect of the Services at any time, giving reasonable advance notice where a change would materially reduce functionality you rely on;
• Update, modify, or improve our Models and algorithms;
• Change our data collection, storage, and processing practices;
• Impose limits on certain features or restrict access to parts of the Services;
• Update this Agreement from time to time.

We will make reasonable efforts to notify users of material changes to the Services or this Agreement. Your continued use of the Services after such modifications constitutes your acceptance of the updated terms.

9. Payment Terms

9.1 General Payment Terms

If you purchase a subscription or pay for our Services:

• You agree to pay all applicable fees as described at the time of purchase;
• We bill on a monthly basis for subscription services;
• We may change our pricing at any time, but price changes will not affect your current billing cycle;
• You authorize us to charge your payment method for all applicable fees;
• You are responsible for providing accurate and current billing information;
• Failure to pay may result in suspension or termination of your access to the Services.

9.2 Free Trial

We may offer a free trial of up to 2 hours of video processing through the SplitStep App or the Pipeline.

• By Request Only: Trials are not provisioned automatically. To request one, contact us at info@splitstep.ai. Trials are granted at our discretion.
• Scope: A trial covers up to 2 hours of footage in total and does not require you to provide payment information. Once the trial allowance is used, you will need to provide payment details to continue using the Services.
• One Per Organization: Trials are limited to one per user or organization unless we agree otherwise in writing.
• Same Terms Apply: Output Data generated during a trial is subject to the same ownership and use restrictions as paid use, as set out in Section 5.
• Availability: Free trials are subject to availability and may be modified or discontinued at any time at our discretion.

9.3 Refund Policy

Refunds for Billing Mistakes: We will issue refunds only in cases of billing errors or mistakes on our part, such as:

• Duplicate charges for the same service period;
• Charges for services you did not authorize or receive;
• Incorrect billing amounts due to our error;
• Charges processed after you have properly cancelled your subscription in accordance with our cancellation procedures.

To request a refund for a billing mistake, please contact us at support@splitstep.ai within 30 days of the charge. We will review your request and, if we determine a billing error occurred, we will process a refund within 10 business days.

No Other Refunds: Except for billing mistakes as described above, we do not provide refunds for:

• Unused portions of your subscription, except where we terminate your account for our own operational or business reasons as described in Section 11.2;
• Dissatisfaction with the Services;
• Technical issues that do not prevent access to the Services;
• Changes to your business needs or circumstances;
• Any other reason not specifically listed as a billing mistake.

9.4 Order Processing and Merchant of Record

Our self-serve order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for those orders. Paddle provides all customer service inquiries and handles returns. This does not apply to customers invoiced directly under a Commercial Data License Agreement.

10. Data Security and Privacy

We implement reasonable security measures to protect your User Content and data. However, no method of transmission or storage is 100% secure. While we strive to protect your information, we cannot guarantee absolute security.

For more information about how we collect, use, and protect your data, please review our Privacy Policy.

11. Account Termination

11.1 Termination by You

You may terminate your account at any time by contacting us. Upon termination:

• Your access to the Services will be revoked;
• For Cloud Services, you may request deletion of your User Content, subject to our data retention policies and legal obligations;
• SplitStep AI retains the right to continue using any data derived from your User Content for Model training and improvement purposes;
• You keep the Output Data you paid for. Your license under Section 5.2 to use Output Data generated from videos you have paid to process continues after termination and does not expire, and remains subject to the restrictions in Section 5.3;
• Your license to Output Data you have not paid for, including Output Data generated during a free trial, ends on termination;
• You may request a one-time export of your Output Data within 30 days of termination.

11.2 Termination by SplitStep AI

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without notice, for any reason, including but not limited to:

• Violation of this Agreement;
• Fraudulent, abusive, or illegal activity;
• Non-payment of fees;
• At our sole discretion for operational or business reasons.

Notice and refund. Where we terminate or suspend your account for our own operational or business reasons, rather than for your breach, non-payment, or unlawful activity, we will give you reasonable advance notice where practical and refund the unused portion of any fees you have prepaid.

If we terminate your account, the license to Output Data you have paid for continues as described in Section 11.1, except where we terminate for your breach of Section 5.3 (Restrictions on Output Data Use), in which case we may revoke that license on written notice.

12. Disclaimer of Warranties

13. Limitation of Liability

14. Indemnification

You agree to defend, indemnify, and hold harmless SplitStep AI, its officers, directors, employees, agents, affiliates, and partners from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of or access to the Services;
• Your violation of this Agreement;
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights;
• Your User Content;
• Any claim that your User Content caused damage to a third party;
• Your violation of any applicable laws or regulations.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

15.2 Binding Arbitration

Except for the disputes described in Section 15.3, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in Delaware before a single arbitrator, and not in court. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Exceptions to Arbitration

Either party may, instead of using arbitration:

• Bring an individual claim in small claims court, provided the claim qualifies for and remains in that court and is brought on an individual basis; and
• Seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or data security.

15.4 Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is held unenforceable as to a particular claim, that claim shall be severed and heard in court, and the remaining claims shall proceed in arbitration.

15.5 Venue for Court Proceedings

For any proceeding permitted to be brought in court under Sections 15.3 or 15.4, and for any action to enforce an arbitration award, the parties submit to the exclusive jurisdiction of the federal and state courts located in Delaware and waive any objection to venue in those courts. This does not apply to small claims proceedings, which may be brought where you reside or do business.

16. Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with our Privacy Policy and any other legal notices published by us on the Services, constitutes the entire agreement between you and SplitStep AI concerning the Services. Where you have executed a Commercial Data License Agreement, that agreement supersedes this Agreement with respect to the Services and Output Data covered by it, and its terms control in the event of any conflict.

17.2 Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. SplitStep AI's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

17.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

17.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without SplitStep AI's prior written consent. SplitStep AI may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.

17.5 Force Majeure

SplitStep AI shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

17.6 Survival

The provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property Rights), 6 (User Warranties), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 15 (Governing Law and Dispute Resolution).

17.7 Updates to Agreement

We reserve the right to modify this Agreement at any time. We will notify users of material changes by posting the updated Agreement on our website and updating the "Last Updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the updated Agreement.

18. Contact Information

If you have any questions about this Agreement or our Services, please contact us at:

SplitStep AI Inc.
General and commercial enquiries: info@splitstep.ai
Billing and account support: support@splitstep.ai
Legal notices: legal@splitstep.ai
Website: https://splitstep.ai

19. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE OUR SERVICES.