Terms of Sale, Lease, Access, and License

Use of PerfectCall websites, applications, software, and hosted services is also subject to the Terms of Service and Privacy Policy. Optional DiamondCare and DiamondCare+ protection plans are additionally governed by the protection-plan terms presented with the applicable plan.

Effective Date: August 25, 2026. These Terms apply to all transactions unless a separate written agreement signed by both parties expressly provides otherwise.

1. DEFINITIONS

"System"

means the PerfectCall hardware, Software, and related services identified in an Order.

"Hardware"

means Player Devices, Coach Devices, Hubs, and other physical equipment supplied by PerfectCall.

"Purchased Hardware"

means Hardware expressly identified in an Order as sold to Customer, including Varsity Hardware unless the Order states otherwise.

"Leased Hardware"

means Hardware provided for Customer's use during an active Subscription and retained in ownership by PerfectCall, including Advance Hardware unless the Order states otherwise.

"Varsity"

means a PerfectCall package identified as Varsity in the Order and, unless expressly stated otherwise, sold to Customer as Purchased Hardware.

"Advance"

means a PerfectCall package identified as Advance in the Order and provided under a Subscription with Leased Hardware unless expressly stated otherwise.

"Accessories"

means straps, cases, cables, chargers, and similar items sold separately or included with a System.

"Software"

means PerfectCall applications, firmware, web software, and other digital components used with or made available through the System.

"Subscription"

means a paid, time-limited right to use specified PerfectCall software, hosted services, support, and Leased Hardware during the term stated in the Order.

"Protection Plan"

means an optional DiamondCare or DiamondCare+ service contract purchased for eligible Varsity Hardware and governed by separate Protection Plan Terms.

"Coaching Data"

means play calls, pitch sequences, lineups, tactical data, game records, notes, and similar team-generated information.

"Aggregate Data"

means data that PerfectCall has de-identified and aggregated so that it does not reasonably identify Customer, a specific team, or an individual.

"End User"

means a player, coach, staff member, or other person authorized by Customer to use the System.

"Customer"

means the individual or entity identified in the Order, including a school, team, club, booster organization, or other sports organization on whose behalf an authorized person places the Order.

"Order"

means an accepted quote, purchase order, online checkout, order form, invoice, or other written transaction document identifying the products, services, prices, and applicable term.

2. PRODUCT MODEL, TITLE, AND SOFTWARE LICENSE

2.1 Varsity — Sale of Hardware

Unless the Order states otherwise, Varsity Hardware is sold to Customer. Upon delivery and payment in full, title to the Purchased Hardware belongs to Customer. Customer is not required to return Purchased Hardware because a warranty expires, a Protection Plan expires, or Customer stops using PerfectCall services.

Unless the Order expressly states otherwise, no recurring Subscription is required solely to continue using the core Varsity calling functionality included with the purchased System. A Varsity purchase does not include Advance-only hosted analytics, charting, Battle Card, or other separately identified subscription services unless those services are expressly included in the Order.

2.2 Advance — Leased Hardware

Unless the Order states otherwise, all Advance Hardware is Leased Hardware and remains solely owned by PerfectCall. Customer receives only the right to possess and use the Leased Hardware during the applicable Subscription term. No ownership of Leased Hardware transfers to Customer by payment of setup fees, Subscription fees, shipping charges, or other amounts.

Customer bears the risk of loss, theft, or damage to Leased Hardware while it is in Customer's possession or control, subject to the Advance warranty and breakage coverage described in Section 6. Upon expiration, termination, or non-renewal of an Advance Subscription, Leased Hardware must be returned as provided in Section 4.4.

2.3 Accessories

Accessories included with a System or purchased separately are sold to and owned by Customer upon delivery unless the Order expressly identifies an item as Leased Hardware.

2.4 Software Is Licensed, Not Sold

Ownership of Purchased Hardware does not transfer ownership of PerfectCall Software, firmware, source code, applications, trademarks, designs, or other intellectual property. Subject to payment and compliance with these Terms and the Terms of Service, PerfectCall grants Customer a limited, non-exclusive, non-sublicensable license to use the Software supplied with the System for Customer's internal team operations.

For Varsity, the license to Software required for the core calling functionality included in the Order continues for so long as Customer owns the applicable Purchased Hardware, subject to Customer's compliance with the Software and intellectual-property restrictions in these Terms and the Terms of Service. No recurring Subscription is required solely to maintain that core Varsity license. PerfectCall may separately charge for optional hosted services, new features, premium services, or products that were not included in the Order.

For Advance, the Software and hosted-service license applies only during the active Subscription term. Ownership of any Purchased Hardware or Accessories does not entitle Customer to Advance Software or hosted services after the Advance Subscription ends.

2.5 Restrictions

Customer shall not, and shall not permit any End User or third party to:

• reverse engineer, decompile, disassemble, or create derivative works of the Software except to the extent such restriction is prohibited by law;
• remove or obscure proprietary notices or serial-number labels;
• use the System for an unlawful purpose;
• interfere with the security, integrity, or operation of the System or services;
• use non-public PerfectCall technology or information to develop or benchmark a competing product; or
• rent, sublicense, or commercially provide access to the Software or hosted services to a third party without PerfectCall's written consent.

2.6 Playing Rules and Eligibility

Customer is responsible for determining whether and how the System may be used under the rules, policies, and equipment requirements that apply to a particular league, governing body, school, tournament, or event. PerfectCall does not warrant that every Hardware configuration, receiver count, or feature is permitted in every competition. A rule change, interpretation, or event restriction does not constitute a defect in the System.

3. ORDERS, PRICING, PAYMENT, AND TAXES

3.1 Orders

The Order identifies whether Hardware is sold or leased, the applicable package, quantities, fees, Subscription term if any, and any purchased Protection Plan. Customer purchase orders may be used for administrative and payment purposes, but any additional or different terms printed or incorporated into a Customer purchase order are rejected unless expressly accepted in a writing signed by an authorized representative of PerfectCall. Document priority is governed by Section 13.1.

3.2 Payment

Unless an Order states otherwise, amounts due for Purchased Hardware, setup fees, Subscription fees, Accessories, Protection Plans, shipping, and other charges are payable in full when ordered or invoiced. All amounts are payable in U.S. dollars.

3.3 Late or Failed Payments

Past-due amounts may accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. Customer is responsible for reasonable collection costs and any actual third-party returned-payment, chargeback, or processing fees to the extent permitted by law.

3.4 Taxes and Duties

Prices do not include sales, use, value-added, excise, import, or similar taxes unless expressly stated. Customer is responsible for applicable taxes and duties, other than taxes based on PerfectCall's net income. If Customer claims exemption, Customer must provide valid exemption documentation before PerfectCall is required to treat the transaction as exempt.

3.5 Shipping, Delivery, and Risk of Loss

Unless the Order states otherwise, delivery dates are estimates. For Purchased Hardware, risk of loss or damage in shipment remains with PerfectCall until delivery to Customer at the delivery location stated in the Order or confirmed by the carrier. Title to Varsity Purchased Hardware transfers only as provided in Section 2.1. For Leased Hardware, Customer assumes risk of loss, theft, or damage upon delivery and until the Leased Hardware is received back by PerfectCall, subject to applicable Advance coverage.

PerfectCall is not responsible for delay caused by carriers, supply shortages, governmental action, natural disasters, labor disruptions, or other events beyond PerfectCall's reasonable control, but will use commercially reasonable efforts to complete delivery.

4. ADVANCE SUBSCRIPTION AND LEASE TERMS

4.1 Commencement and Term

An Advance Subscription begins on the date stated in the Order and continues for the initial term stated there (the "Initial Term"), unless earlier terminated in accordance with these Terms.

4.2 Renewal

Unless the Order states otherwise, an Advance Subscription automatically renews for successive one-year periods at PerfectCall's then-current renewal rate unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term. PerfectCall may change renewal pricing upon advance notice. Where applicable law requires additional renewal notices, affirmative consent, or cancellation methods, PerfectCall will provide them as required by law.

4.3 Early Termination

If Customer elects to terminate an Advance Subscription before the end of the Initial Term or a Renewal Term other than because of an uncured material breach by PerfectCall, Customer remains responsible for fees due for the remainder of the committed term unless the Order or applicable law provides otherwise.

4.4 Non-Renewal; Return of Advance Hardware

Upon expiration, termination, or non-renewal of an Advance Subscription, Customer shall return all Leased Hardware within thirty (30) days after PerfectCall provides return instructions or a prepaid return label. Leased Hardware must be reasonably clean and in working condition, ordinary wear and tear excepted, and must be packaged according to PerfectCall's instructions.

Unless a different amount is stated in the Order, failure to return Leased Hardware within the required period may result in a non-return charge of $250 per unreturned unit. Payment of a non-return charge does not transfer ownership of the Leased Hardware unless PerfectCall expressly agrees in writing.

4.5 Suspension

PerfectCall may suspend Advance software, hosted services, support, or account access for material non-payment, fraud, abuse, a material violation of these Terms, or a material threat to the security or integrity of the System. Suspension does not eliminate payment obligations for an existing committed Subscription term.

5. REFUNDS, RETURNS, AND CANCELLATIONS

5.1 Fourteen-Day System Return Period

Customer may request a return of an eligible System package within fourteen (14) calendar days after delivery, as shown by the carrier or other delivery record (the "Refund Period") if:

• the request is submitted to PerfectCall in writing within the Refund Period;
• all Hardware, included Accessories, original components, and packaging are returned in like-new condition, free from physical or cosmetic damage other than that caused by a covered defect; and
• Customer follows PerfectCall's return authorization, label, and packing instructions.

After inspection, PerfectCall will issue an approved refund to the original payment method within thirty (30) days. Original shipping, expedited shipping, duties, and taxes that PerfectCall is not legally required or able to recover are non-refundable. PerfectCall may deduct reasonable repair, refurbishment, missing-item, or damage costs where permitted by law.

5.2 Varsity Final Sale After Refund Period

After the Refund Period, Purchased Hardware is final sale and is not returnable for convenience. This does not limit rights under the Varsity Limited Warranty, an applicable Protection Plan, or rights and remedies that cannot be waived under applicable law.

5.3 Advance Returns After Refund Period

For Advance, a return request received after the Refund Period but within forty-five (45) days after delivery may be accepted at PerfectCall's sole discretion. If accepted, PerfectCall may retain up to fifty percent (50%) of the one-time setup fee as a restocking and onboarding charge, and shipping, taxes, and other non-recoverable charges will not be refunded. Acceptance of returned Hardware does not by itself cancel a committed Subscription or create a right to a refund or credit of Subscription fees; any such cancellation, refund, or credit must be expressly approved by PerfectCall in writing.

5.4 Pre-Shipment Cancellations

If Customer requests cancellation after an Order has been accepted but before shipment, PerfectCall may deduct reasonable, documented costs already incurred for configuration, provisioning, non-cancelable procurement, payment processing, or custom work. No cancellation fee will exceed the amount permitted by applicable law.

5.5 Accessories

Accessories purchased separately are final sale unless defective or unless applicable law requires otherwise. Accessories included in a returned System package must be returned with that System to qualify for a full package refund.

5.6 Protection Plans

Cancellation, return, refund, and transfer rights for DiamondCare and DiamondCare+ are governed by the applicable Protection Plan Terms, not this Section 5.

6. SUPPORT, LIMITED WARRANTIES, AND PROTECTION PLANS

6.1 Varsity Support

PerfectCall will provide reasonable initial setup assistance and, during the one-year Varsity Limited Warranty period, reasonable remote troubleshooting related to the operation of the Varsity System and covered warranty issues. PerfectCall may make firmware, application, security, or compatibility updates available from time to time. After the warranty period, support may be provided under PerfectCall's then-current support policy or any separately purchased service. A Varsity hardware purchase does not require PerfectCall to provide new features, Advance features, premium support, or separately priced hosted services at no charge.

6.2 Varsity One-Year Limited Warranty — PerfectCall Hardware

Coverage period: one (1) year from delivery of the original Varsity System.

PerfectCall warrants that PerfectCall-manufactured Player Devices and Hubs included in a Varsity purchase will be free from defects in materials and workmanship under normal intended use during the coverage period. If PerfectCall confirms a covered defect, PerfectCall may, at its option, repair the product or replace it with a new, refurbished, or functionally equivalent product.

This limited warranty does not cover accidental damage or breakage during play. It also does not cover loss or theft, cosmetic wear that does not affect function, misuse, abuse, neglect, improper storage, immersion or environmental exposure outside published operating conditions, unauthorized repair or modification, use with incompatible or unsafe power sources or accessories, or damage caused by improper packaging or shipment.

A repair or replacement does not restart or extend the original one-year warranty period. For Purchased Hardware, a replacement provided under this warranty becomes Customer's property and the returned defective unit becomes PerfectCall's property.

6.3 Coach Device / Third-Party Hardware

A Coach Device supplied as part of a System may be manufactured by a third party and may be subject to a third-party manufacturer's warranty, if any, according to that manufacturer's terms. Unless PerfectCall expressly provides a separate written warranty in the Order, PerfectCall does not provide accidental-damage coverage for the Coach Device. PerfectCall may assist Customer with a manufacturer warranty claim as a convenience but does not control the third-party manufacturer's eligibility or warranty decision.

6.4 Optional DiamondCare and DiamondCare+

Varsity's base purchase price does not include accidental or in-play breakage protection. Eligible Customers may purchase DiamondCare or DiamondCare+ for covered PerfectCall Player Devices and Hubs. The price, coverage period, claim limits, covered events, exclusions, return obligations, and cancellation rights are stated in the Order and the applicable Protection Plan Terms.

DiamondCare generally uses a return-first process: covered damaged Hardware is returned and the claim is reviewed before a replacement is sent. DiamondCare+ generally provides advance replacement after claim approval, subject to Customer's obligation to return the damaged covered Hardware. If these Terms conflict with applicable Protection Plan Terms concerning plan coverage, the Protection Plan Terms control.

6.5 Advance Coverage During Active Subscription

While an Advance account remains active and current on all required fees ("Good Standing"), Advance Player Devices and Hubs are covered for defects in materials and workmanship and for breakage occurring during normal gameplay and normal intended use. Coverage does not include loss or theft, intentional damage, abuse, unauthorized modification, improper storage, use of non-approved accessories, or other misuse outside normal intended use.

Unless the Order states otherwise, an Advance Coach Device is covered by PerfectCall for defects in materials and workmanship for ninety (90) days after shipment and is not covered for accidental or physical damage. Any applicable third-party manufacturer warranty may provide additional rights.

Advance coverage ends when the Subscription expires, terminates, is suspended for uncured non-payment, or is not renewed. Replacement of Leased Hardware does not transfer ownership to Customer; all Advance replacement Hardware remains the property of PerfectCall.

6.6 Warranty and Coverage Process

Customer must notify PerfectCall of a claimed defect or covered event and reasonably cooperate with troubleshooting. If remote troubleshooting does not resolve the issue, PerfectCall may issue return-material authorization (RMA) instructions. Returned products may be inspected and tested. PerfectCall may repair or replace a covered product with a new, refurbished, or functionally equivalent product.

Unless a Protection Plan expressly provides advance replacement, PerfectCall may require receipt and inspection of the returned product before shipping a replacement. If PerfectCall determines that the condition is not covered, Customer may be responsible for return shipping, diagnostic charges disclosed in advance, and any authorized out-of-warranty repair or replacement.

7. INTELLECTUAL PROPERTY AND DATA

7.1 Physical Hardware vs. Intellectual Property

Customer's ownership of Purchased Hardware is ownership of the physical units only. PerfectCall and its licensors retain all right, title, and interest in the Software, firmware, source code, object code, algorithms, product designs, documentation, trademarks, copyrights, patents, trade secrets, know-how, Enhancements, and other intellectual property embodied in or used with the System. Nothing in these Terms transfers those intellectual-property rights to Customer.

7.2 Coaching Data

Customer retains ownership of Coaching Data submitted or generated by Customer and its End Users. Customer grants PerfectCall a non-exclusive license to host, store, process, reproduce, and analyze Coaching Data as reasonably necessary to provide, secure, support, and improve the Services and to create Aggregate Data, subject to the Privacy Policy.

7.3 Aggregate Data

PerfectCall may use Aggregate Data for analytics, research, product development, benchmarking, reporting, and other lawful business purposes, provided it is not used to reasonably identify Customer, a specific team, or an individual without authorization.

7.4 Feedback

If Customer or an End User provides product suggestions, ideas, enhancement requests, or other feedback, PerfectCall may use that feedback without restriction, compensation, or attribution.

8. TERMINATION AND EFFECT

8.1 Termination for Material Breach

Either party may terminate applicable ongoing services for the other party's material breach if the breach is not cured within thirty (30) days after written notice, except that PerfectCall may act immediately where reasonably necessary to address fraud, unlawful use, or a material security threat.

8.2 Effect on Varsity Purchased Hardware

Expiration or termination of a warranty, Protection Plan, optional hosted service, or support arrangement does not transfer title to Varsity Purchased Hardware back to PerfectCall and does not create a general obligation to return owned Hardware. PerfectCall will not disable the core Varsity calling functionality solely because the Limited Warranty or a Protection Plan expires. PerfectCall may suspend accounts or terminate Software rights for material breach of applicable Software, security, or intellectual-property terms as permitted by these Terms and the Terms of Service. Customer remains responsible for unpaid amounts and for obligations that survive termination.

8.3 Effect on Advance

Upon expiration, termination, or non-renewal of Advance, Customer's right to use Advance Leased Hardware, Software, and hosted services ends, all unpaid amounts become due as provided in the Order and these Terms, and Customer must return Leased Hardware under Section 4.4.

9. MARKETING AND PUBLICITY

Unless Customer notifies PerfectCall in writing that it opts out, PerfectCall may accurately identify Customer by name as a PerfectCall customer in customer lists and general marketing materials. Use of Customer's logo or other protected branding requires Customer's prior written approval or other written authorization permitting that use.

PerfectCall may request testimonials or case-study participation, but will not publish a testimonial attributed to a specific person without separate approval. PerfectCall will comply with reasonable written brand guidelines supplied by Customer and will discontinue a specific use upon reasonable written request.

10. CONFIDENTIALITY

Customer shall protect non-public technical, product, pricing, security, and business information disclosed by PerfectCall and identified as confidential or that reasonably should be understood to be confidential. These obligations do not apply to information that Customer can demonstrate was lawfully known without restriction, independently developed without use of the confidential information, lawfully received from a third party without restriction, or becomes public through no breach by Customer.

Nothing in this Section prevents disclosure required by law, subpoena, court order, or an applicable public-records, open-records, or similar governmental disclosure law, provided Customer gives PerfectCall reasonable notice where legally permitted.

11. DISCLAIMERS AND LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party will be liable for indirect, special, incidental, punitive, exemplary, or consequential damages, including lost profits, lost revenue, lost opportunities, or loss of data, arising out of these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, PerfectCall's aggregate liability arising from a Varsity purchase will not exceed the amount Customer paid PerfectCall for the affected Varsity Order. PerfectCall's aggregate liability arising from an Advance Subscription will not exceed the Subscription and setup fees paid by Customer for the affected Advance System during the twelve (12) months preceding the event giving rise to the claim.

The foregoing limitations do not reduce PerfectCall's obligation to perform an express repair or replacement remedy under a valid Limited Warranty or Protection Plan, and do not apply to liability that cannot legally be limited or excluded.

12. INDEMNIFICATION

To the extent permitted by applicable law, Customer will indemnify, defend, and hold harmless PerfectCall and its officers, directors, employees, and agents from third-party claims, losses, liabilities, and reasonable attorneys' fees arising from:

• Customer's or its End Users' unlawful use of the System;
• Customer's material breach of these Terms; or
• Coaching Data or other materials supplied by Customer that infringe a third party's rights.

PerfectCall will defend Customer against a third-party claim that unmodified PerfectCall Software or PerfectCall-manufactured Hardware, when used as authorized, infringes a valid U.S. patent, copyright, or trade secret, provided Customer promptly notifies PerfectCall, permits PerfectCall to control the defense and settlement, and reasonably cooperates. PerfectCall may modify or replace the affected item, obtain continued rights for Customer, or, if those options are not commercially reasonable, terminate the affected service and provide an appropriate refund for the affected product or unused Subscription period.

13. GENERAL

13.1 Order of Precedence

If documents conflict, the following order applies: (1) a separate written agreement signed by both parties; (2) the applicable Order; (3) applicable Protection Plan Terms, solely as to Protection Plan coverage and administration; (4) these Terms; and (5) the Terms of Service. The Privacy Policy governs PerfectCall's handling of personal information.

13.2 Governing Law and Disputes

These Terms are governed by California law, without regard to conflict-of-law principles. Disputes are subject to the dispute-resolution provisions of the Terms of Service accepted with these Terms, including any applicable arbitration and class-action waiver, as those provisions may later be modified by mutual agreement or other valid acceptance. To the extent a dispute is not subject to arbitration, the parties consent to exclusive jurisdiction in the state or federal courts located in Monterey County, California, except where applicable law requires otherwise.

13.3 Assignment

Customer may not assign an Advance Subscription or its rights in Leased Hardware without PerfectCall's prior written consent. Customer may transfer ownership of Varsity Purchased Hardware. Software access, account access, hosted services, the Limited Warranty, and Protection Plans do not automatically transfer with the physical Hardware; any transfer of those rights is subject to the applicable transfer rules and the transferee's acceptance of PerfectCall's then-applicable terms.

13.4 Changes

PerfectCall may update these Terms prospectively. Material changes will apply to new Orders and renewals as permitted by law. A signed Order or fixed Subscription term will not be retroactively modified except by agreement or as required by law.

13.5 Severability; No Waiver

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. A party's failure to enforce a provision is not a waiver of that provision or any other provision.

13.6 Survival

Provisions that by their nature should survive expiration or termination will survive, including payment obligations, Hardware ownership, return obligations for Leased Hardware, Software and intellectual-property restrictions, data rights, confidentiality, disclaimers and limitations of liability, indemnification, and general provisions.

13.7 Notices

Notices relating to an Order, non-renewal, breach, or termination must be sent using the contact information or method identified in the Order, Customer account, or other written notice from PerfectCall. Electronic notices may be sent to the billing, administrative, or account email address supplied by Customer. Customer is responsible for keeping those contact details current.

13.8 Entire Agreement

These Terms, the applicable Order, the Terms of Service, the Privacy Policy, any applicable Protection Plan Terms, and any separate written agreement signed by both parties constitute the agreement between PerfectCall and Customer concerning the transaction and supersede prior or contemporaneous statements concerning the same subject matter, except that an express written product specification or warranty provided by PerfectCall remains binding according to its terms.

Last updated: August 25, 2026