Terms of Service

These Terms form a binding agreement between PerfectCall Inc. ("PerfectCall," "we," "our," or "us") and the person or organization using the Services ("User," "you," or "your"). If you use the Services on behalf of a school, team, club, company, booster organization, or other entity, you represent that you are authorized to accept these Terms on that entity's behalf.

Our Privacy Policy explains how we collect, use, disclose, and protect personal information. Purchases, leases, subscriptions, hardware warranties, and optional DiamondCare or DiamondCare+ coverage may be subject to additional terms presented with the applicable transaction.

Effective Date: August 25, 2026

1. WHO MAY USE THE SERVICES

1.1 Eligibility

You must be at least eighteen (18) years old or the age of legal majority in your jurisdiction to create a PerfectCall account or enter into these Terms on your own behalf. An authorized adult may create or administer an account on behalf of a school, team, club, or other organization.

1.2 Players and Other Minor End Users

Players or other End Users who are under the age of legal majority may use player-facing portions of the System when authorized and supervised by the applicable team, school, parent, guardian, or other responsible adult, as appropriate. A minor's use of a player device does not by itself mean that the minor has entered into a contract with PerfectCall.

1.3 Organization Accounts

If an account is created or administered for an organization, the organization is responsible for its administrators and authorized End Users, for determining who may access its account and team information, and for obtaining any permissions or consents required to provide roster, player, or other information to PerfectCall. Additional privacy obligations are described in the Privacy Policy.

2. ACCOUNTS AND SECURITY

2.1 Account Information

You agree to provide accurate and reasonably current account information. You are responsible for keeping login credentials confidential and for activity occurring through your account or credentials, except to the extent caused by PerfectCall's breach of its own obligations.

2.2 Authorized Access

You may permit coaches, staff, and other authorized End Users to use the Services for your internal team or organizational purposes. You may not sell, sublicense, or provide account access to an unrelated third party as a hosted service or service bureau without PerfectCall's written approval.

2.3 Security Incidents

You agree to notify PerfectCall promptly if you become aware of unauthorized access to your account, stolen credentials, or another security issue that may affect the Services. PerfectCall may require password resets, revoke active sessions, or take other reasonable steps to protect accounts, data, and the Services.

3. LICENSE TO USE THE SERVICES

3.1 Limited Software and Service License

Subject to these Terms and any applicable Order, PerfectCall grants you a limited, non-exclusive, non-sublicensable right to access and use the Services for your own team, school, club, organizational, or other authorized internal sports operations.

3.2 Varsity and Advance License Duration

The duration and scope of Software rights associated with a purchased or leased PerfectCall System are governed by the applicable Order and Terms of Sale. In particular, these Terms do not convert purchased Varsity Hardware into leased Hardware, do not require a recurring Subscription solely to maintain the core Varsity calling functionality included with a purchased Varsity System, and do not extend an Advance Software or hosted-service license beyond the applicable Advance Subscription term.

3.3 Hardware Ownership Is Governed Elsewhere

These Terms govern use of the Services, not title to physical Hardware. Ownership of Varsity Purchased Hardware, PerfectCall's ownership of Advance Leased Hardware, hardware return obligations, warranties, and Protection Plans are governed by the applicable Order and Terms of Sale.

4. ACCEPTABLE USE

You agree not to, and not to permit an End User or third party to:

• use the Services for an unlawful, fraudulent, abusive, or deceptive purpose;
• attempt to gain unauthorized access to accounts, systems, networks, data, or other users' information;
• interfere with, disrupt, overload, probe, scan, or test the vulnerability of the Services except with PerfectCall's prior written authorization;
• introduce malware, malicious code, or other technology intended to damage or interfere with the Services;
• circumvent access controls, security controls, licensing controls, or usage restrictions;
• reverse engineer, decompile, disassemble, or create derivative works of PerfectCall Software except to the extent that applicable law expressly prohibits that restriction;
• remove or obscure copyright, trademark, serial-number, or other proprietary notices;
• use non-public PerfectCall technology, documentation, or information to develop or benchmark a competing product or service;
• scrape, harvest, or systematically extract non-public information from the Services without PerfectCall's authorization; or
• use the Services in a manner that materially interferes with another user's authorized use of the Services.

Nothing in this Section prohibits the lawful sale or transfer of physical Varsity Purchased Hardware. Transfer of Software rights, accounts, warranties, hosted services, and Protection Plans is separately governed by the applicable Terms of Sale and other applicable terms.

5. PLAYING RULES, COACHING DECISIONS, AND SAFE USE

5.1 Playing Rules

Baseball, softball, and tournament rules differ by governing body, level of play, location, and event. You are responsible for determining whether and how a particular PerfectCall configuration, receiver, feature, or communication method may be used in a specific contest. PerfectCall does not guarantee that every feature or Hardware configuration is permitted by every league, school, governing body, tournament, or official.

5.2 Coaching Decisions

PerfectCall is a communication and decision-support tool. It does not replace the judgment of coaches, players, officials, medical personnel, or other responsible adults. Analytics, Battle Card information, statistics, recommendations, summaries, and other informational features may contain errors or may not reflect every relevant circumstance. You remain responsible for coaching and game decisions.

5.3 Sports and Equipment Safety

Sporting activities involve inherent risks. You are responsible for using Hardware in accordance with PerfectCall instructions and for determining whether its placement or use is appropriate in the circumstances. The Services are not an emergency, medical, safety-monitoring, or life-safety system.

6. INTELLECTUAL PROPERTY

6.1 PerfectCall Technology

PerfectCall and its licensors retain all right, title, and interest in the Services and PerfectCall technology, including Software, firmware, applications, websites, source and object code, algorithms, interfaces, visual designs, documentation, trademarks, logos, and other intellectual property. Except for the limited rights expressly granted in these Terms, an applicable Order, or the Terms of Sale, no intellectual-property rights are transferred to you.

Ownership of physical Varsity Purchased Hardware does not transfer ownership of PerfectCall Software, firmware, source code, designs, trademarks, or other intellectual property embodied in or used with that Hardware.

6.2 Open-Source and Third-Party Components

Certain components of the Services may be licensed under open-source or third-party licenses. Those licenses govern the applicable components to the extent required by their terms, and PerfectCall will provide required notices or attribution where applicable.

6.3 Trademarks

PerfectCall names, logos, product names, and related marks are owned by PerfectCall or its licensors. These Terms do not grant you a right to use PerfectCall marks except as reasonably necessary to identify genuine PerfectCall products or as separately authorized in writing.

7. USER CONTENT AND TEAM DATA

7.1 Your Content

You retain ownership of content and information that you or your authorized End Users submit to the Services, including playbooks, calls, rosters, notes, game records, charting data, and other team-generated information ("User Content"), subject to any third-party rights in that content.

7.2 License Needed to Operate the Services

You grant PerfectCall a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, format, analyze, and otherwise process User Content only as reasonably necessary to provide, secure, support, maintain, improve, and develop the Services; comply with law; enforce these Terms; and carry out other uses described in the Privacy Policy or an applicable agreement.

This operational license does not give PerfectCall ownership of your User Content and does not give PerfectCall a general right to publish your private playbook, roster, game data, or other private team information for advertising or promotional purposes.

7.3 Your Responsibilities for User Content

You represent that you have the rights and permissions reasonably necessary to submit User Content and direct PerfectCall to process it. You may not knowingly submit content that violates law or infringes another person's intellectual-property, privacy, publicity, or other legal rights.

7.4 Aggregate and De-Identified Data

PerfectCall may create and use aggregate or de-identified information derived from use of the Services where that information does not reasonably identify an individual, Customer, or specific team, subject to the Privacy Policy and any applicable Order or written agreement.

7.5 Feedback

If you voluntarily provide product suggestions, ideas, enhancement requests, or other feedback, you grant PerfectCall a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate that feedback without restriction, compensation, or attribution. Feedback does not include User Content merely because it was created through the Services.

8. THIRD-PARTY SERVICES AND DEVICES

The Services may use or interact with third-party products, operating systems, applications, cloud services, payment processors, networks, or other technology. Third-party products and services may be subject to their own terms and privacy practices. PerfectCall does not control third-party services and is not responsible for a third party's acts, omissions, availability, or changes, except to the extent PerfectCall has expressly assumed responsibility under an applicable Order, warranty, or law.

A Coach Device or other third-party Hardware supplied by PerfectCall may also be subject to third-party terms or warranties as described in the Terms of Sale.

9. SERVICE CHANGES, UPDATES, AND AVAILABILITY

9.1 Updates and Changes

PerfectCall may update, modify, improve, or replace portions of the Services from time to time, including for security, reliability, compatibility, legal compliance, or product-development reasons. We may also introduce new features or separately priced services.

These rights do not permit PerfectCall to retroactively convert owned Varsity Hardware into leased Hardware, impose a recurring Subscription solely to maintain the core Varsity calling functionality included in an applicable purchase, or otherwise alter fixed commercial rights stated in an Order or the Terms of Sale except as permitted by those documents or applicable law.

9.2 Availability

Hosted and online Services may occasionally be unavailable because of maintenance, updates, third-party outages, security events, network conditions, or circumstances beyond PerfectCall's reasonable control. PerfectCall does not guarantee uninterrupted availability of hosted or online Services.

9.3 Support

Support obligations associated with a purchased or leased System are governed by the applicable Order and Terms of Sale. Nothing in these Terms eliminates support expressly promised in a warranty, Subscription, Order, or other written agreement.

10. SUSPENSION AND TERMINATION

10.1 Suspension

PerfectCall may suspend access to an account or hosted Service where reasonably necessary to address material nonpayment, fraud, unlawful use, misuse, a material security threat, or a material breach of these Terms. Where reasonably practicable, PerfectCall will provide notice and an opportunity to cure before suspension.

10.2 Termination

Either party may terminate 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. A User may stop using a free Service at any time. Cancellation or termination of a paid Subscription is governed by the applicable Order and Terms of Sale.

10.3 Effect on Varsity Purchased Hardware

Suspension or termination of an account, optional hosted Service, warranty, or Protection Plan does not transfer ownership of Varsity Purchased Hardware back to PerfectCall and does not create a general duty to return owned Hardware. PerfectCall will not disable the core Varsity calling functionality solely because a Limited Warranty, Protection Plan, optional hosted service, or support arrangement expires. Software rights may be suspended or terminated for material breach of applicable Software, security, or intellectual-property terms as permitted by these Terms and the Terms of Sale.

10.4 Effect on Advance

Expiration, cancellation, non-renewal, or termination of an Advance Subscription has the consequences stated in the applicable Order and Terms of Sale, including termination of the applicable Software and hosted-service rights and return of Leased Hardware.

10.5 Data After Termination

Subject to the Privacy Policy, an applicable Order, and legal retention requirements, PerfectCall may delete or de-identify account data after termination or a period of inactivity. Before terminating a paid hosted Service, Customer is responsible for exporting information it wishes to retain where an export function is available. PerfectCall may retain information as reasonably necessary for security, fraud prevention, legal compliance, dispute resolution, backup integrity, and enforcement of agreements.

11. WARRANTIES AND DISCLAIMERS

11.1 Express Hardware Warranties and Protection Plans Are Preserved

Hardware warranties, Advance breakage coverage, and DiamondCare or DiamondCare+ obligations are governed by the applicable Terms of Sale, Protection Plan Terms, Order, and any other written warranty provided by PerfectCall. Nothing in this Section eliminates or narrows an express warranty or Protection Plan obligation that applies to you.

11.2 Service Disclaimer

PerfectCall does not warrant that hosted or online Services will always be available, error-free, completely secure, or free from interruptions, or that every analytics result, statistic, recommendation, or informational output will be complete or accurate.

11.3 Non-Waivable Rights

Some jurisdictions do not permit certain warranty disclaimers. Nothing in these Terms excludes or limits a warranty, remedy, or other right that cannot legally be excluded or limited.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 Exclusion of Certain Damages

To the maximum extent permitted by law, neither PerfectCall nor User will be liable to the other for indirect, special, incidental, punitive, exemplary, or consequential damages, including lost profits, lost revenue, lost opportunities, or loss of data, arising from or relating to the Services, even if advised of the possibility of such damages.

12.2 Liability Cap

If a claim arises from or relates to an Order, purchase, lease, Subscription, Hardware warranty, or Protection Plan, the liability limits in the Terms of Sale or applicable written agreement govern that claim.

For a claim arising solely from these Terms or use of a Service that is not governed by an Order or other written agreement, and to the maximum extent permitted by law, PerfectCall's aggregate liability will not exceed the greater of one hundred dollars ($100) or the amount the User paid PerfectCall for the affected Service during the twelve (12) months preceding the event giving rise to the claim.

12.3 Exceptions

The limitations in this Section do not eliminate obligations under an express warranty or valid Protection Plan and do not apply to liability that cannot lawfully be excluded or limited.

12.4 User Indemnification

To the extent permitted by applicable law, you 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:

• your or your authorized End Users' unlawful use of the Services;
• your material breach of these Terms; or
• User Content supplied by you that infringes or violates a third party's rights.

This indemnification obligation does not apply to the extent a claim results from PerfectCall's own negligence, willful misconduct, or breach of these Terms. If you are a governmental or public educational entity, this Section applies only to the extent you are legally permitted to provide indemnification.

13. DISPUTE RESOLUTION AND ARBITRATION

13.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in this Section.

13.2 Informal Dispute Process

Before starting arbitration or filing a lawsuit other than an eligible small-claims action or a request for urgent injunctive relief, the complaining party must send the other party a written notice describing the dispute and requested relief and allow at least thirty (30) days for a good-faith effort to resolve it. Notice to PerfectCall must be sent to support@perfectcallsports.com. PerfectCall may send notice to the email or mailing address associated with your account or Order.

13.3 Thirty-Day Arbitration Opt-Out

You may opt out of the arbitration agreement in this Section by sending written notice to support@perfectcallsports.com within thirty (30) days after you first accept these Terms. The notice must identify you and, if applicable, your organization, and clearly state that you are opting out of arbitration under the PerfectCall Terms of Service. Opting out of arbitration does not affect the remaining provisions of these Terms.

13.4 Binding Individual Arbitration

Except for disputes described in Section 13.6, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or a transaction that incorporates these Terms will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") before one arbitrator.

If the AAA determines that its Consumer Arbitration Rules apply, the arbitration will proceed under the AAA Consumer Arbitration Rules and applicable Consumer fee schedule. Otherwise, the arbitration will proceed under the AAA Commercial Arbitration Rules and applicable Commercial fee schedule. The applicable AAA rules govern filing fees, arbitrator compensation, hearing procedures, and allocation of arbitration costs except to the extent applicable law requires otherwise.

Arbitration may be conducted by video, telephone, documents, or in person as permitted by the applicable AAA rules and law. Any in-person hearing will occur in Monterey County, California unless the applicable AAA rules or law provide the User a right to another location or the parties agree otherwise. Judgment on the arbitration award may be entered in any court with jurisdiction.

13.5 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

Nothing in this Section waives a right or remedy that applicable law does not permit the parties to waive.

13.6 Exceptions to Arbitration

Either party may:

• bring an individual claim in small claims court if the claim qualifies and remains in that court;
• seek temporary or preliminary injunctive relief from a court where reasonably necessary to prevent imminent unauthorized access, misuse, security harm, or infringement while arbitration is pending; or
• bring a claim in court concerning infringement or misappropriation of intellectual-property rights where arbitration is not required by applicable law.

13.7 If Arbitration Does Not Apply

If you timely opt out of arbitration, if a dispute falls within an exception above, or if the arbitration agreement is held unenforceable as to a particular dispute, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Monterey County, California, except where applicable law requires otherwise.

13.8 Severability of Arbitration Terms

If part of this Section is held unenforceable, it will be severed or limited to the minimum extent necessary, and the remainder will remain in effect to the extent permitted by law. If applicable law prohibits enforcement of the individual-action limitation for a particular claim or remedy, that claim or remedy will proceed in the forum required by law while the remaining arbitrable claims, if any, remain subject to arbitration.

14. CHANGES TO THESE TERMS

PerfectCall may update these Terms prospectively. If we make a material change, we will provide reasonable notice through the Services, by email, or by another reasonable method before the change becomes effective where required by law. Updated Terms apply prospectively after their effective date and do not retroactively alter fixed commercial rights stated in an existing Order.

A material change to Section 13 will not apply to a dispute for which either party gave written notice under Section 13.2 before the effective date of that change unless both parties agree otherwise.

15. GENERAL

15.1 Relationship to Orders and Other Terms

If the Services are used in connection with an Order, the document priority stated in the Terms of Sale applies. As a general rule, a separately signed agreement controls over an Order; the Order controls specific commercial terms; applicable Protection Plan Terms control Protection Plan coverage and administration; the Terms of Sale control purchases, leases, subscriptions, hardware, warranties, and commercial terms; and these Terms control general use of the Services. The Privacy Policy governs PerfectCall's handling of personal information.

15.2 Assignment

You may not assign these Terms or transfer an account or hosted-service license to another person or organization without PerfectCall's prior written consent, except as otherwise provided in an applicable Order or Terms of Sale. PerfectCall may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or similar transaction, or to an affiliate, provided the assignee assumes the applicable obligations.

15.3 Electronic Communications and Notices

You consent to receive agreements, notices, disclosures, and other service-related communications electronically where permitted by law. PerfectCall may send operational notices to the email address associated with your account or Order or display notices through the Services. You are responsible for keeping contact information current.

Formal notices concerning breach, termination, arbitration opt-out, or a legal dispute must be provided using the methods specified in these Terms, the applicable Order, or other written notice supplied by PerfectCall.

15.4 Force Majeure

Neither party is liable for delay or failure to perform a non-payment obligation caused by events beyond its reasonable control, including natural disasters, fire, war, terrorism, civil unrest, labor disruption, governmental action, widespread telecommunications or cloud-service failure, carrier interruption, or supply-chain disruption. The affected party will use commercially reasonable efforts to resume performance.

15.5 Severability and Waiver

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

15.6 No Third-Party Beneficiaries

Except as expressly stated in these Terms, they do not create enforceable rights for any third party.

15.7 Survival

Provisions that by their nature should survive termination or expiration will survive, including intellectual-property provisions, User Content rights needed for lawful retention and previously authorized processing, disclaimers, limitations of liability, indemnification, dispute-resolution provisions, and general provisions.

15.8 Contact

Questions about these Terms may be sent to support@perfectcallsports.com.

Last updated: August 25, 2026