EXACT Sport LLC
140 S. Dearborn Street, Suite 310, Chicago, IL 60603

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1. PARTIES

This License Agreement ("Agreement") is entered into by and between:

• EXACT Sport LLC (“Company”), a limited liability company registered in the State of Illinois;
• The Organization ("Licensee"), including all its staff, employees, administrators, coaches, agents, affiliates, board members, and any other stakeholders who are granted access to the behavioral profiling platform ("Platform") or assessment data through the Licensee’s authorization.

By signing or electronically agreeing to this Agreement, the Licensee acknowledges, agrees, and warrants that all affiliated personnel will comply with its terms.

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2. LICENSE GRANT & RESTRICTIONS

(a) License Grant: EXACT Sport LLC grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for internal organizational purposes related to evaluating athlete performance.

(b) Use Limitations: Licensee shall use the Platform exclusively for the purpose of evaluating and understanding athlete behaviors and performance. Under no circumstances may Licensee:

• Psychological discomfort from assessment results;
• Copy, duplicate, or reproduce any portion of the Platform, software, algorithms, methodologies, assessment models, or any proprietary content.
• Modify, reverse-engineer, decompile, or disassemble the Platform or attempt to derive its source code, logic, or methodologies.
• Extract, scrape, or utilize data obtained from the Platform to train, inform, or develop a competing system, assessment tool, or behavioral analysis framework.
• Sell, sublicense, lease, distribute, or otherwise transferthe Platform, Licensed Materials, or any data obtained through the Platform to any third party without the prior written approval of EXACT Sport LLC.
• Use the Platform for any unauthorized commercial gain, including selling access to athlete assessment resultsor using insights for purposes outside of athletic evaluation.

(c) Competitor Protection & Non-Competition Clause:
"Licensee and its representatives (including all coaches, administrators, staff, board members, and affiliates) agree that for a period of five (5) years following the termination of this Agreement, they shall not develop, market, consult on, or contribute to any competing behavioral profiling system, sports assessment tool, or related analytics platform designed for athlete evaluation, whether directly or indirectly, in competition with EXACT Sport LLC."

(d) Prohibition on Data Extraction or Model Training:
"Licensee shall not collect, extract, store, or utilize data from the Platform for the purposes of training artificial intelligence, creating derivative works, or constructing alternative systems that perform similar or related functions. Any such activity shall be considered a material breach, subject to immediate termination and legal recourse."

(e) Audit Rights Clause:
"EXACT Sport LLC reserves the right to conduct an audit of Licensee’s use of the Platform and data at any time to ensure compliance with intellectual property protections. Licensee agrees to provide full cooperation. Failure to comply shall result in immediate suspension or termination of access, as well as potential legal action."

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3. INTELLECTUAL PROPERTY & DATA OWNERSHIP

(a) Ownership of Platform & Materials:

• EXACT Sport LLC retains sole and exclusive ownership of all intellectual property, including but not limited to the Platform, software, algorithms, methodologies, assessments, research data, user interfaces, and all associated materials.
• Licensee acquires no ownership or proprietary rights in the Platform, Licensed Materials, or any athlete data collected through use of the Platform.

(b) Data Ownership & Usage Rights:

• EXACT Sport LLC retains full ownership of all athlete assessment results, analytics, and aggregated research data collected through the Platform.
• EXACT Sport LLC reserves the unrestricted right to use all data collected for research, marketing, commercial purposes, partnerships, and product development.
• Licensee is strictly prohibited from extracting, repurposing, or distributing assessment data outside of authorized internal use.

(c) No Right to Compete or Replicate System:

• Licensee shall not develop, contribute to, or assist in the creation of a competing system, platform, or behavioral assessment methodology using knowledge, insights, data, or exposure gained from the Platform.

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4. CONFIDENTIALITY & DATA SECURITY

(a) Definition: "Confidential Information" includes but is not limited to proprietary software, algorithms, assessment methodologies, research findings, athlete performance data, and business operations of EXACT Sport LLC.

(b) Data Protection Compliance: Licensee warrants that it has obtained all necessary consents from athletes and/or legal guardians before using the Platform. Licensee assumes full liability for any data privacy violations or unauthorized disclosures caused by its organization.

(c) Restriction on Third-Party Access:
"Under no circumstances shall Licensee or any of its representatives disclose, share, or provide access to assessment results to external stakeholders—including but not limited to recruiters, sponsors, board members, media, or competitors—without prior written consent from EXACT Sport LLC and the athlete’s legal guardian."

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5. STAFF ACCOUNTABILITY & TRAINING REQUIREMENTS

(c) Mandatory Training Clause:
"Licensee is responsible for ensuring that all staff members (including coaches, administrators, and third-party contractors) using the Platform are adequately trained in the ethical and legal handling of assessment data. EXACT Sport LLC is not responsible for any misinterpretation or misuse by Licensee’s staff."

(c) Personal Accountability for Staff Misuse:
"Licensee assumes full liability for the actions of its employees, coaches, and representatives in relation to data use. Any misconduct or misuse of assessment data shall be the sole responsibility of Licensee, with EXACT Sport LLC retaining the right to pursue damages."

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6. LIMITATION OF LIABILITY

(a) No Warranties: The Platform is provided "AS IS" with no warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, or uninterrupted operation.

(b) Indemnification:
Licensee agrees to fully indemnify, defend, and hold harmless EXACT Sport LLC against all claims arising from:

• Misuse of assessment data by Licensee’s staff or stakeholders.
• Privacy law violations resulting from Licensee’s failure to obtain necessary athlete permissions.
• Public or media controversies arising from Licensee’s misinterpretation or public disclosure of assessment results.

(c) Data Misuse Penalty Clause:
"If Licensee is found to have violated any provisions related to data confidentiality, privacy, or ethical use, it shall be liable for a minimum penalty of $50,000 per violation, in addition to any damages sought by EXACT Sport LLC."

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7. DISPUTE RESOLUTION & GOVERNING LAW

(a) Binding Arbitration in Illinois: Any disputes shall be resolved through binding arbitration in Chicago, Illinois under the rules of the American Arbitration Association.

Class Action Waiver: Licensee agrees to waive any right to file or participate in a class action lawsuit against EXACT Sport LLC.

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8. ACKNOWLEDGEMENT & AGREEMENT

By signing or electronically agreeing to this Agreement, the Licensee agrees to be legally bound by its terms.

I AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT