SPORTSKINETIC

1 Definitions

2 Our contract with you

2.1 These Terms form a legal agreement between you and Ianic AI Ltd (trading as SportsKinetic), a company registered in England and Wales with company no. 16297118 and registered office address at Unit 14f, Borers Yard, Borers Arms Road, Copthorne, West Sussex, England, RH10 3LH. References to "we", "us" or "our" in these Terms are to Ianic AI Ltd, and references to "you" or "your" are references to you as the person using the Services (the "User").

2.2By clicking on the "ACCEPT" button and proceeding to set up your account ("Account"), you confirm that you are accepting these Terms in your professional capacity and that you agree to comply with them. If you do not agree with these Terms, you must not set up an Account, nor should you use the Services.

2.3

2.4These Services are not intended for use by:

2.4.1any person who is accessing the Services wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). If you are a consumer, you must not set up an Account.

2.4.2any person who is accessing the Services wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). If you are a consumer, you must not set up an Account.

2.5You must tell us promptly if any information you provide becomes out of date or is no longer correct. This includes, for example, your contact details.

2.62.6 We licence you to use the Services in line with these Terms (the "Licence").

3 Our obligations

3.1Subject to your ongoing compliance with these Terms, we will supply the Services from the date you set up your Account until the agreement is terminated in accordance with these Terms.

3.2We will use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.2.1planned maintenance, which will be notified to you in advance; and

3.4We hold and will maintain all necessary licences, consents, and permissions as required to enable us to provide the Services under this agreement.

3.5When we supply the Services:

3.5.1we will use reasonable efforts to ensure that it is free from defects, viruses and other malicious content;

3.5.2we do not promise that it is compatible with any third party software or equipment, except where we have said that it is;

3.5.3they are provided on an "as is" basis;

3.5.4we do not warrant that the use of the Services will be uninterrupted or error-free and you acknowledge that there may be minor errors or bugs; and

3.5.5we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over the internet, and you acknowledge that the Services may be subject to limitations, delays and other inherent problems as a result.

4 Access to Services

4.1This agreement will commence on the Effective Date and continue for the Initial Subscription Term. Thereafter this agreement will be automatically renewed for successive periods of one month (each a "Renewal Period") (the "Subscription Term") until the agreement is terminated in accordance with these Terms.

4.2The Services can be accessed through the SportsKinetic secure website sportskinetic.ai using your Account's login details. You will have access to the Services from the point you set up your Account ("Effective Date"), until the agreement is terminated in accordance with these Terms.

5 Your data

5.2We will follow our archiving procedures for User Data in accordance with our policies and procedures. We will not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except any third party sub-contracted by us to perform services related to User Data maintenance and back-up, for which we will remain fully liable). In the event of any loss or damage to User Data, your sole and exclusive remedy against us will be for us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by us in accordance with our archiving procedure.

6 Licence

6.1Subject to your ongoing compliance with these Terms, we grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services and the Documentation during the Subscription Term for professional use only. Personal use of the Services is strictly prohibited.

6.2You agree that you will:

6.2.1not rent, sub-license, provide or otherwise make available the Services in any form, in whole or in part to any person without our prior written consent;

6.2.2not allow your Account to be used by anyone other than you, share your account login details/password nor allow unauthorised access to or use of the Services by or make the Services available to any third party;

6.2.3not copy any part of the Services, except as part of the normal use of the Services or where it is necessary for the purpose of back-up or operational security;

6.2.4not translate, merge, adapt, vary, alter or modify, the whole or any part of the Services nor permit the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Services on devices as permitted in these Terms;

6.2.5not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Services nor attempt to do any such things, except to the extent that such actions cannot be prohibited by law, provided always that you do not disclose any information obtained by you through those activities with any third party and that you do not use the information to create any software or service that is substantially similar to the Services;

6.2.6not access the Services or any part of the Services in source code form; and

6.2.7comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Services.

6.3You must not access, store, distribute or transmit any viruses, or any material during the course of the use of the Services that:

6.3.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.3.2facilitates illegal activity;

6.3.3depicts sexually explicit images;

6.3.4promotes unlawful violence;

6.3.5is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

6.3.6is otherwise illegal or causes damage or injury to any person or property;

6.4We have the right to disable access to any material that breaches the provisions of this clause.

7 Acceptable use restrictions

7.1You must:

7.1.1not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;

7.1.2not infringe our intellectual property rights or those of any third party in relation to your use of the Services (to the extent that that use is not licensed by these Terms);

7.1.3not transmit or use any material that is defamatory, discriminatory, offensive or otherwise objectionable in relation to your use of the Services;

7.1.4not use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

7.1.5not collect or harvest any information or data from any Services or our systems or attempt to decipher any transmissions to or from the servers running any of the Services.

8 Third party providers

8.1The Services may contain links to other independent websites which are not provided by us. Such independent sites and content are not under our control and we are not responsible for and have not checked nor approved their content or their privacy policies (if any). You access such third party content at your own risk. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.

9 Intellectual property rights

9.1You acknowledge that all intellectual property rights in the Services and the Documentation anywhere in the world belong to us, that rights in the Services are licensed (not sold) to you, and that you have no rights in, or to, the Services or the Documentation other than the right to use them in accordance with the terms of this Licence.

10 Payment

10.1You authorise us to bill the payment card from the end of the Trial Period for:

10.1.1the Subscription Fees payable in respect of the Initial Subscription Term; and

10.1.2on each monthly anniversary of the Payment Date for the Subscription Fees payable in respect of the next Renewal Period.

10.2All Subscription Fee payments and invoices are processed through Stripe, a secure third party online payment processing platform. Use of Stripe's services is at your own risk and subject to Stripe's terms and conditions, including any exclusions and limitations on liability. We recommend that you refer to Stripe's website terms and conditions and privacy policy prior to using Stripe to complete the payment process.

10.3All Subscription Fees are payable in pounds sterling, inclusive of VAT and are non-refundable.

10.4Subscription Fees are payable monthly in advance. We reserve the right to increase the Subscription Fee at any time, subject to providing 30 days' prior notice in writing (by email to the email address provided by you at the point of setting up your Account). Any such increase will take effect at the start of the next Renewal Period following the end of the notice period.

11 Limitation of liability

11.1You acknowledge that the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described in the Documentation meet your requirements.

11.2We only supply the Services and Documentation for use by you in the course of your business, and you agree not to use the Services or Documentation for personal or re-sale purposes.

11.3We give no warranty as to the accuracy or completeness of any data or information provided as part of the Services. You acknowledge that you use and rely on this data at your own risk.

11.4We shall not be liable for: loss of profits, sales, business, revenue; business interruption; loss of anticipated savings; wasted expenditure; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss.

11.5Our maximum aggregate liability will be limited to the Subscription Fees paid or payable during the 12 months preceding the date on which the claim arose. This cap does not apply to death, personal injury, fraud or other liabilities that cannot be excluded or limited by law.

12 Term and termination

12.2We may terminate for material breach (with a 14-day remedy period if capable of remedy), or immediately for breaches of clauses 6.2, 6.3, or 7.1, conduct endangering safety, or conduct risking our reputation.

12.3If payment is not made on time, we may suspend your access immediately, request payment, and terminate if unpaid after 7 days.

12.4On termination, all rights cease, your Account will be blocked, and you must cease using and destroy confidential information. Certain clauses will survive termination.

13 Communications between us

13.1We may update these Terms at any time on notice to you in writing. Continued use after notice constitutes acceptance.

13.2We will contact you by email or pre-paid post. Notices are deemed served after 24 hours for website or email, or 3 days for post.

14 Events outside our control

14.1We are not responsible for failure or delay caused by events beyond our reasonable control, including telecommunications failures.

14.2If such an event occurs, our obligations are suspended, and we will try to find a solution.

15 General

15.1We may transfer our rights and obligations under these Terms to another organisation; you may only do so with our written agreement.

15.2These Terms are the entire agreement between us and replace all previous agreements. You acknowledge you have not relied on any statement not in these Terms.

15.3No waiver is effective unless in writing. Delay or partial exercise of rights does not prevent further exercise.

15.4If any provision is unlawful or unenforceable, the rest remain in effect.

15.5This agreement is governed by English law, and we both agree to the exclusive jurisdiction of the courts of England and Wales.