Scope: 

Partner and GameRun shall partner to sell video analysis services to athletes (the “Customers”). 

Payment and Product:

Partner agrees to pay GameRun in 2026 on the last day of registration period for each event. In exchange, GameRun shall provide reports. 

Intellectual Property and License: 

GameRun grants to Partner a non-exclusive, non-transferable, perpetual license to use such intellectual property for its internal athletic program purposes. All intellectual property, including but not limited to software, code, documentation, enhancements, improvements, and derivatives developed by GameRun under or in connection with this Agreement shall be solely and exclusively owned by GameRun, including any customized development done for Partner. 

Confidentiality 

Both parties agree to keep the specific commercial terms of this Agreement shall be confidential unless otherwise required by law or mutually agreed in writing; provided that GameRun may disclose the commercial terms to its advisers, potential investors and investors.

Use of Partner Name: 

GameRun shall be entitled to use Partner’s name and logo (the “Marks”) solely for the purposes of identifying Partner as a customer and partner of GameRun in GameRun’s marketing, promotional, and investor materials.

Limitation of Liability: 

Except for liability arising from GameRun’s gross negligence, willful misconduct, or fraud, in no event shall GameRun’s aggregate liability under this Agreement exceed the total amount of fees actually paid by GameRun to Partner during the six (6) month period immediately preceding the event giving rise to such liability. In no event shall GameRun be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or business opportunities, even if advised of the possibility of such damages.

Representations and Warranties:

GameRun represents and warrants that it has the full right and authority to enter into this Agreement and to provide the products and services described herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GAMERUN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GAME PERFORMANCE OUTCOMES FOR CUSTOMERS ARE NOT GUARANTEED.

Governing Law: 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in the County of New York, State of New York, and each party irrevocably consents to the jurisdiction of such courts.

Non-Disparagement: 

Each party agrees that during the Term of this Agreement and thereafter, it shall not, directly or indirectly, make or publish any statement, whether oral or written, that disparages, denigrates, or otherwise harms the reputation, goodwill, products, or services of the other party, its affiliates, or their respective officers, directors, or employees.

Assignment:

Neither party may assign, delegate, or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the other party; provided that GameRun may assign this Agreement to any successor or affiliate. 

Entire Agreement: 

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written. This Agreement may only be amended or modified by a written instrument executed by both parties.

Survival

Sections relating to Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Payment, and any other provisions that by their nature should survive shall remain in effect after termination or expiration of this Agreement.