Pleyr Master Subscription Agreement

Version September 28 2026

This Master Subscription Agreement governs school and organization subscriptions purchased from AthletiFi Sport Inc., a Pennsylvania corporation doing business as Pleyr (Pleyr). It describes the services, customer responsibilities, student data protections and remedies that accompany an accepted Order. Customer means the school, district or organization identified in that Order.

1 Agreement and orders

1.1 Formation. An Order is a Pleyr quotation or order form that identifies the purchased services, equipment, fees and term and expressly references this version of this Agreement. An Order becomes binding when authorized representatives of both parties sign it, or when Customer issues an authorized purchase order expressly accepting the quotation and this Agreement and Pleyr accepts that purchase order in writing. Sending a quotation, visiting a website or a student's use of an account does not alone bind a school or district.

1.2 Scope and precedence. The Agreement consists of this MSA, the accepted Order and any additional terms expressly accepted in writing by both parties. Mandatory law controls. Subject to mandatory law, an expressly agreed district or data-protection rider controls over the Order, and the Order controls over this MSA. An Order cannot reduce the protections for Student Data in Section 6 except through a specifically identified, mutually signed amendment consistent with applicable law. No unpublished addendum, future price list or supplier agreement is incorporated. General website or individual-user terms do not modify Customer's rights under this Agreement.

1.3 Fixed version. The dated MSA supplied with or identified in an Order applies for that Order's entire term. Posting a revised MSA does not change an existing Order. Renewals and other amendments require written agreement by authorized representatives. Electronic signatures and counterparts are permitted.

2 Services and term

2.1 Purchased services and packages. Each Order identifies the purchased products and service packages. Unless the Order expressly states otherwise, a Pro or Elite camera subscription includes use of the specified camera, the software needed to operate it, recording and live streaming for the purchased game allowance, access to recordings under Section 6.7, and access to Pleyr's team, coach and athlete platform for Customer's authorized users. Platform access includes the functionality made available to Customer at the start of the term, subject to Section 2.5; separately priced products and custom development require express inclusion in the Order. The Order controls camera quantities, game credits, any team or user limits, additional benefits and fees. A package name does not incorporate a separate marketing price sheet, financing arrangement or hardware-payoff schedule. Additional quantities or charges require Customer's prior written authorization. Proposals, demonstrations and roadmap discussions do not add deliverables unless included in the accepted Order.

2.2 Access and providers. During the paid subscription term, Customer and its authorized staff, athletes and families may use the purchased services for Customer's athletic, educational and school-community purposes. Pleyr retains ownership of its platform and its licensors retain ownership of their technology. Pleyr may use infrastructure and service providers, remains responsible for its obligations, and is Customer's support and contracting contact. Some camera or streaming functions may use a provider-operated interface and separate credentials. No separate supplier contract is required for the core services in the Order.

2.3 Commencement and acceptance. Unless the Order states otherwise, the subscription begins when the equipment has been installed and configured, the purchased services have been made available, and Customer confirms acceptance in writing. Customer will promptly test the system with Pleyr and identify any material failure to meet the Order. The parties will record the start and end dates. Delivery alone does not start the service term.

2.4 Expiration and renewal. The subscription expires at the end of its stated term and does not renew automatically. Any renewal requires a separate written agreement on scope, pricing, dates and the applicable MSA version, together with any required Customer authorization.

2.5 Service changes. Pleyr may maintain and improve the services but will not materially reduce purchased functionality during a term without Customer's agreement, except where necessary for security or law. Pleyr will notify Customer promptly of a material restriction and offer a reasonable remedy under Section 8 if the purchased service cannot be restored.

3 Implementation and customer responsibilities

3.1 Sites. Customer supplies suitable mounting locations, safe installation by its personnel or installer, power and internet unless the Order expressly includes these items. Each camera requires at least 25 Mbps available upload bandwidth, subject to site-specific requirements agreed in writing before installation. Pleyr coordinates remote configuration with Customer's installer. Additional equipment, site work or charges require prior written agreement.

3.2 Delivery. The parties will agree in writing on installation locations and an implementation schedule. Pleyr will promptly disclose material delays. If the services remain unavailable more than 30 days after a mutually agreed activation date for reasons attributable to Pleyr or its providers, Customer may cancel the affected undelivered services and receive a refund of amounts prepaid for them. Customer-caused delays extend the schedule by a reasonable corresponding period.

3.3 Administration. Customer designates authorized administrators, approves team membership and sharing decisions, and promptly reports departed users and unauthorized access. Pleyr will assist with access changes where administrative tools do not support them. Customer protects credentials and uses reasonable care to prevent misuse. Each party remains responsible for its own acts and omissions.

3.4 Permitted use. Customer will not misuse the services, bypass security, upload unlawful material, infringe others' rights or resell the platform without written permission. Customer is responsible for permissions for the events, music, graphics and other content it supplies, including applicable parent, participant, opposing-team and league permissions. Pleyr remains responsible for its own legal obligations, including those in Section 6.

3.5 Broadcasting. Public broadcasts and publication of student-identifiable content require Customer's express direction and appropriate permissions. Private footage will not be made public solely because it was recorded. Before a broadcast, the parties will confirm the intended audience and available access controls. If the available controls do not support Customer's requirements, the affected broadcast will not be enabled. School-selected sponsor messages may be used only as authorized by Customer and may not involve targeting based on Student Data.

4 Equipment and support

4.1 Ownership. A camera subscription provides equipment for use during the subscription term and is not an equipment sale. Unless the Order expressly provides for a sale, ownership remains with Pleyr or its equipment provider, and subscription or onboarding payments do not transfer title. If an Order expressly provides for a sale, Pleyr is responsible for obtaining and conveying the stated ownership rights free of undisclosed third-party claims. Financing, security interests and automatic title transfer are not created by this MSA.

4.2 Care and return. Customer will use reasonable care for equipment in its custody. Customer is not responsible for ordinary wear or manufacturing defects. Customer is responsible, to the extent permitted by law, for documented loss or damage caused by its negligence, misuse or unauthorized modification. Any charge will be itemized and reasonably reflect repair cost or depreciated replacement value. At the end of a subscription, equipment that Customer does not own must be made available for coordinated return within 30 days. Pleyr arranges and pays for reasonable deinstallation and return transport unless the Order states otherwise; Customer provides reasonable site access.

4.3 Included support. Pleyr provides onboarding and support for the services in the Order. Unless the Order specifies enhanced service, Pleyr will acknowledge support requests within two business days and use commercially reasonable efforts to resolve them. Business days exclude weekends and United States federal holidays. There is no guaranteed uptime percentage or guaranteed same-event repair unless expressly stated in the Order.

4.4 Defects. During the first 12 months after acceptance, Pleyr will repair or replace equipment it supplies that fails through normal authorized use, including reasonable shipping and necessary replacement installation costs, at no additional charge to Customer. Loss, misuse, vandalism and defects caused by Customer's site or installation are excluded to the extent they caused the failure. Pleyr may supply equivalent replacement equipment. Longer warranty or renewal-period coverage applies only if stated in the Order. Section 8 applies if an unresolved equipment failure materially prevents the purchased service.

5 Fees and payment

5.1 Agreed charges. Fees, included shipping and any expressly excluded charges are stated in the Order. Pleyr bears its supplier, import and operating costs unless an Order expressly and separately assigns a specified cost to Customer. A provider's price change does not increase an accepted Order's price during its term. No financing is included unless separately agreed in writing.

5.2 Invoices. Unless the Order states otherwise, Pleyr invoices upon Customer's authorized purchase order, with payment due 30 days after receipt of a correct invoice and acceptance of the corresponding products or services, subject to mandatory public-entity payment requirements. Prepayment is not required unless expressly agreed. Customer will promptly identify disputed amounts and pay undisputed amounts when due. Pleyr will include a supplied purchase-order reference on invoices.

5.3 Taxes. Customer will provide applicable tax-exemption documentation. Pleyr will not charge sales tax on an exempt purchase supported by the documentation required by law. For a non-exempt purchase, legally required transaction taxes must be separately identified before Order acceptance. Pleyr bears taxes on its income, its import duties and taxes not properly chargeable to Customer.

5.4 Purchase orders. An authorized purchase order may be used to accept an Order under Section 1.1. Additional or conflicting purchase-order terms require express written acceptance by Pleyr; mandatory law and any mutually accepted district terms remain controlling. Pleyr will resolve identified conflicts before accepting the purchase order.

6 Customer data and student privacy

6.1 Ownership and instructions. Customer retains its rights in recordings, rosters, account information and other data supplied by or for Customer, including identifiable student data (Customer Data). Student Data is Customer Data identifying or reasonably linkable to a student. Individual rights in content they separately create are not transferred by this MSA. Customer authorizes Pleyr to process Customer Data only to provide, maintain, secure and support the purchased services, follow Customer's lawful written instructions and comply with law. Pleyr will not claim ownership of Customer Data.

6.2 Restricted uses. Pleyr will not sell or rent Student Data, disclose it for a recipient's independent commercial purposes, use it for targeted advertising, create student profiles unrelated to the school service, or use identifiable Customer Data to train general-purpose artificial-intelligence models. School accounts are not enrollment in an unrelated consumer marketing program. Customer Data will not be used in Pleyr's publicity without separate written authorization and required individual permissions.

6.3 School records. Where FERPA applies, Pleyr acts as a service provider performing an institutional function under Customer's direct control regarding use and maintenance of education records. Pleyr uses those records only for the authorized service and complies with applicable restrictions on redisclosure. Customer determines legitimate educational interests and authorizes access. Pleyr will assist Customer with lawful requests to inspect, correct, export or delete records and will not independently deny the rights of parents or eligible students.

6.4 Children. Pleyr remains responsible for the obligations that applicable children's privacy law places on it. Before collecting personal information from a child under 13 where COPPA applies, Pleyr will provide the required direct notice and obtain verifiable parental consent, or establish a legally permitted school-authorization process limited to the educational service. School authorization will not be used for unrelated commercial purposes. Optional public profiles, consumer social features or uses beyond school authorization require a separate lawful basis and any necessary parental consent. Customer will reasonably cooperate with notices and permissions for its program; this does not transfer Pleyr's compliance duties to Customer.

6.5 Service providers. Pleyr may disclose Customer Data only to providers needed for the authorized service, bound in writing to confidentiality, security, restricted processing and deletion obligations consistent with this Section. Pleyr remains responsible for their handling of Customer Data. Before transferring Student Data, Pleyr will give Customer a written list of relevant providers, their functions and processing countries. New or materially changed providers require at least 30 days' advance notice where practicable. Customer may raise reasonable privacy or security objections; the parties will seek an alternative, and Customer may terminate the affected service without penalty and receive a refund of prepaid unused fees if no compliant alternative can be provided. No such list grants a provider independent rights to use Student Data.

6.6 Security and incidents. Pleyr will maintain reasonable administrative, technical and physical safeguards appropriate to the data, including access restrictions, staff confidentiality, secure transmission, credential protection and documented incident response. Pleyr will notify Customer without undue delay, and no later than 48 hours after becoming aware of unauthorized access to or acquisition of Customer Data, or sooner if required by law. Initial notice may be supplemented as facts become known. Pleyr will investigate, contain and remediate the incident, preserve relevant evidence, and cooperate with Customer's required notifications. An incident notice is not an admission of liability.

6.7 Retention and export. Unless the Order sets a different lawful period, recordings are retained for 12 months from capture while the subscription is active. If the subscription ends sooner, Section 6.8 governs the remaining recordings. Necessary account and roster data is retained during the subscription. Pleyr will provide Customer reasonable access to export its data, including recordings in a commonly usable format, through available tools or assisted export without an additional fee. Pleyr remains responsible for agreed retention when a provider hosts the recordings and will arrange preservation or export before any provider deletion that would shorten that period. No annual calendar-date purge may shorten the agreed retention period. Customer may request earlier deletion, subject to legal retention requirements. This Agreement does not promise permanent or indefinite storage.

6.8 End of service and deletion. For 30 days after expiration or termination, Pleyr will make remaining Customer Data available for export without requiring renewal; no new recording service is included. Pleyr will then delete Customer Data from active systems within 30 days, instruct its providers to do the same and confirm completion on request. Restricted backup copies will expire within 90 days after deletion from active systems and will not be used for other purposes. Data legally required to be retained will be isolated, used only for that requirement and deleted when the requirement ends. Pleyr will disclose any legally required exception to Customer where permitted.

6.9 Legal requests and additional protections. Pleyr will notify Customer of legally compelled disclosure unless prohibited, disclose only what is required, and reasonably assist Customer in seeking protection. Pleyr may use irreversibly de-identified, aggregated operational information to operate and improve its services where permitted by law, but will not re-identify it. On reasonable request, Pleyr will provide information sufficient for Customer to assess compliance with this Section, subject to protections for other customers and system security. Any district-specific privacy terms require written agreement; this Section supplies the parties' data-processing terms without requiring a separate unpublished addendum.

7 Confidentiality

Each party will protect the other's nonpublic confidential information using reasonable care, use it only for the Agreement, and disclose it only to persons who need it and are bound to appropriate confidentiality. This obligation does not cover information already lawfully known, independently developed, lawfully received without restriction or publicly available without breach. Legally required disclosures are permitted with prior notice where lawful. Customer Data remains protected under Section 6. Public-records law governs a public customer's disclosure obligations; this Agreement does not require concealment of public pricing or contract records.

8 Performance remedies and termination

8.1 Performance. Pleyr warrants that purchased services will materially conform to the Order and that support will be performed professionally. Pleyr does not guarantee error-free operation, athletic results, audience size or revenue. Customer-provided power, network and installation failures are excluded from Pleyr's performance responsibility to the extent they cause the issue.

8.2 Cure and refunds. A party may terminate an affected Order for a material breach remaining uncured 30 days after written notice, or immediately if the breach cannot reasonably be cured. If a material service failure attributable to Pleyr or its providers prevents the core purchased service for 30 consecutive days after notice, Customer may terminate the affected service. Pleyr will refund prepaid unused fees for terminated services and provide a proportionate credit or refund for the period of material unavailability. If the failed component makes the pilot package unusable as a whole, Customer may terminate the package. These remedies do not replace rights or remedies for privacy, confidentiality or intellectual-property breaches.

8.3 Suspension. Pleyr may restrict access as reasonably necessary to address an immediate security threat or unlawful use, giving prompt notice and restoring access when resolved. For undisputed overdue fees, Pleyr may suspend after written notice and a further 15 days to pay, subject to applicable law. Pleyr will not suspend solely over a good-faith billing dispute and will preserve access needed for data export where reasonably safe.

8.4 Effect. Customer pays for accepted services through a permitted termination date and returns equipment it does not own under Section 4.2. There is no automatic acceleration of all remaining subscription fees. Termination does not eliminate accrued payment obligations or either party's otherwise available breach claims, subject to Sections 9 and 10. Pleyr will pay required refunds within 30 days. Data handling, confidentiality, liability limits, accrued obligations and provisions intended to survive remain effective.

9 Public school and governmental customers

9.1 Authority and funds. Each signer represents authority to bind its party. Public customers remain subject to applicable procurement, governing-body approval and appropriation requirements. If funds for a later fiscal period are not appropriated, Customer may terminate at the end of the funded period without penalty by giving notice as soon as reasonably practicable and confirming non-appropriation. Customer pays only amounts lawfully due for the funded period, and Pleyr refunds prepaid fees allocable to periods after termination. Equipment and data are handled under Sections 4 and 6. No restriction on replacement purchasing is imposed.

9.2 Mandatory protections. Nothing requires a public customer to indemnify another party, waive immunity, exceed statutory liability limits, agree to prohibited payment terms or surrender public-records obligations contrary to law. For a public customer, the laws of the customer's state govern and disputes will be brought in courts of competent jurisdiction in that state. The parties may agree to nonbinding mediation without restricting lawful remedies.

10 Liability and intellectual property claims

10.1 Liability limits. To the extent permitted by law, each party's aggregate liability arising from an Order is limited to the total fees paid or payable under that Order for the 12-month period in which the event giving rise to the claim first occurs. Liability for breach of Section 6 or confidentiality is instead limited to twice that amount. These caps do not apply to fraud, willful misconduct, gross negligence, death or bodily injury caused by a party, liability that law does not permit to be limited, Customer's properly due payment obligations, or Pleyr's express refund obligations. A party may not recover the same loss twice.

10.2 Types of loss. Neither party is liable for indirect, incidental, special or consequential loss, or lost profits, except to the extent caused by its fraud, willful misconduct or gross negligence or where law prohibits exclusion. Reasonable direct costs of data restoration, legally required breach notification and incident response are not excluded as consequential loss, but remain subject to the applicable cap.

10.3 Intellectual property. Pleyr will defend Customer against third-party claims that the services or equipment supplied by Pleyr infringe United States intellectual-property rights and pay covered damages finally awarded or settlements it approves, subject to Section 10.1. Customer will promptly notify Pleyr and reasonably cooperate. Pleyr may modify or replace the affected item, obtain continued rights, or terminate and refund prepaid unused fees; for sold equipment that cannot lawfully be used, Pleyr will also refund its purchase price upon return. This undertaking excludes claims caused by Customer-supplied content, unauthorized modifications or combinations Pleyr did not supply or authorize. No settlement may impose an admission or nonmonetary obligation on Customer without its consent.

11 General terms

11.1 Notices. Contract, support and privacy notices to Pleyr may be sent to Quentin@pleyr.com, unless an Order identifies another monitored contact. Notices to Customer go to its designated Order contact. Formal notices must identify the Order and purpose and are effective upon acknowledged receipt; a sender without acknowledgment must follow up through an agreed contact method. Each party will keep its notice details current.

11.2 Assignment. Neither party may assign an Order without the other's written consent, except to a successor to substantially all of the relevant business that assumes the Agreement and preserves its protections, subject to public procurement restrictions. No assignment authorizes new uses of Student Data.

11.3 Events beyond control. Neither party is responsible for delay caused by an event beyond its reasonable control that it could not reasonably prevent, provided it gives notice and mitigates the effects. Ordinary supplier price increases or a failure to obtain necessary supplier rights are not excused. If the event prevents the core service for more than 30 days, either party may terminate the affected service, with a refund of prepaid unused fees and data export under Section 6.

11.4 Governing law and complete agreement. For customers other than public entities, Pennsylvania law governs and disputes may be brought in state or federal courts of competent jurisdiction in Pennsylvania, without its conflict-of-law rules. Section 9.2 governs public entities. This Agreement is the complete agreement on the Order's subject matter and may be amended only in writing by authorized representatives. Unenforceability of a provision does not invalidate the rest. Failure to enforce a provision is not a waiver. The parties are independent contractors, and no third party receives enforcement rights under this Agreement except as mandatory law provides.

Last updated September 28 2026