Teams Terms of Service

Effective: May 1, 2026

1. Definitions

For purposes of these Terms:

"Agreement Term" means the initial subscription term and any renewal terms as set forth in Section 9.

"Data Protection Terms" or "DPT" means the HeatSense Data Protection Terms, available at heatsense.com/pages/policies/data-protection, which govern the collection, processing, and protection of Athlete Data.

"Hardware" means the HeatSense thermal sensor devices, hubs, and any accompanying hardware components provided by HeatSense for use with the Services.

"Order Form" means the order, quote, or invoice issued by HeatSense and accepted by the Customer (by authorized signature, by payment, or by both) that specifies the Services, Hardware quantities, fees, delivery dates, and any deal-specific terms for the engagement. The Order Form is governed by and incorporated into these Terms. In the event of conflict, these Terms control except where the Order Form expressly modifies a specific provision.

"Platform" means the HeatSense Team Dashboard and all features, analytics, insights, and capabilities included therein.

"Services" means the Platform subscription, Hardware provisioning, implementation support, and any other services provided by HeatSense under these Terms and the applicable Order Form.

2. Services

2.1 Services: Hardware

2.1.1 Hardware Purchase. The Hardware specified in the Order Form is sold outright to the Customer. HeatSense retains no ownership interest in Hardware following delivery and payment. The Customer shall use Hardware only as intended. The Customer may contact HeatSense as needed for replacement assistance. Replacement Hardware is available at HeatSense's then-current rate, communicated in advance of any charge.

2.2 Services: Platform

2.2.1 Platform Access. HeatSense will provide the Customer with access to the Platform for the Agreement Term, including real-time dashboard for coaching and performance staff; athlete-level and team-level analytics and alerts; longitudinal data analysis and reporting; and ongoing platform updates and feature releases.

2.2.2 Software Subscription. The HeatSense Platform and all associated software are licensed, not sold. The Customer receives a limited, non-exclusive, non-transferable license to access and use the Platform for the Customer's internal athletic program operations during the Subscription Term. The Platform subscription renews annually as set forth in Section 9. The Platform and all embedded software remain the exclusive intellectual property of HeatSense. The license terminates upon expiration or termination of these Terms; the Customer's ownership of Hardware is not affected.

2.3 Services: General

2.3.1 Support. HeatSense provides access to a support center and product guide for Team customers throughout the Agreement Term. Support levels may be further described in the Order Form. HeatSense will make reasonable efforts to respond to support requests promptly but does not guarantee specific response times or resolution timelines.

2.3.2 Consent Documentation. HeatSense will make available to the Customer, upon request, template consent language and documentation for use in the Customer's athlete enrollment, participation, or registration processes. The Customer's acceptance of these Terms and the DPT constitutes its representation and warranty that it will incorporate appropriate consent documentation into its athlete registration process and obtain all required consents under applicable law before deploying the Platform with any athlete. Responsibility for implementing consent processes and obtaining required consents rests solely with the Customer.

3. Optional Add-Ons

The following services are available to Customers at additional cost and are not included in the base Platform subscription unless specified in the Order Form.

3.1 Provisioning. HeatSense can prepare a Customer's full deployment so that everything is field-ready upon arrival. This includes setting up sensors in the Dashboard, pairing heart rate monitors to the HeatSense platform, configuring hubs, and setting up tripod storage. Customers who elect this add-on arrive to a fully operational setup with no on-site configuration required.

3.2 Data Analytics Reviews. HeatSense can provide data analytics reviews with the Customer's designated staff, covering athlete Thermal Response trends, program-level insights, and actionable recommendations. Additional custom reporting is also available. Scheduling and frequency are agreed in writing between the Parties.

4. Fees and Payment

4.1 Subscription Fee. The Customer shall pay the Platform subscription fee set forth in the Order Form. Unless otherwise specified in the Order Form, subscription fees are due annually in advance at the start of each Agreement Term year.

4.2 Invoicing. HeatSense will issue invoices in accordance with the payment schedule in the Order Form. Payment is due within thirty (30) days of invoice date unless otherwise specified. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3 Taxes. All fees are exclusive of applicable sales, use, or similar taxes. The Customer is responsible for all such taxes, except those based on HeatSense's net income.

5. Intellectual Property & Confidentiality

5.1 HeatSense IP. HeatSense retains all right, title, and interest in and to the Platform, Hardware designs, algorithms, models, methods, data models, predictive models, data engines, inputs, outputs, analytics, scoring systems, frameworks, playbooks, and all derivative works and platform improvements, including anything developed in connection with the Services. Nothing in these Terms grants the Customer any license to HeatSense's intellectual property beyond the limited right to access and use the Platform for the Customer's internal athletic program operations during the Agreement Term.

5.2 Athlete Data and User Data. The collection, processing, use, and protection of Athlete Data is governed by the Data Protection Terms. Individual user data rights are governed by HeatSense's Terms of Service and Privacy Policy. In the event of conflict, the DPT controls on all institutional data handling matters.

5.3 Feedback Assignment. The Customer hereby irrevocably assigns to HeatSense all right, title, and interest in and to any suggestions, comments, ideas, or other feedback provided by the Customer or its staff regarding the Services. HeatSense may use Feedback for any purpose without restriction, compensation, or obligation to the Customer.

5.4 Innovation Contributions. Any work product, methodology, protocol, insight, or improvement created by the Customer or its staff in connection with the use of the Services or HeatSense's Confidential Information is hereby irrevocably assigned to HeatSense, including all intellectual property rights therein. The Customer agrees to execute any documents reasonably requested by HeatSense to perfect such ownership.

5.5 Confidentiality. The Customer shall maintain HeatSense's Confidential Information in strict confidence, use it only for the purposes contemplated by these Terms, and disclose it only to personnel with a need to know. This obligation survives termination for five (5) years, except that trade secrets are protected in perpetuity. Confidential Information includes but is not limited to the Platform, its algorithms, data models, outputs, pricing, and business methods.

5.6 No Patent Filing. The Customer shall not file any patent application anywhere in the world that claims or discloses HeatSense's Confidential Information or Trade Secrets, or any invention based on or derived therefrom, without HeatSense's prior written consent. Any unauthorized application is void and the Customer hereby assigns all rights therein to HeatSense at no cost.

5.7 Non-Compete. During the Agreement Term and for two (2) years following termination, the Customer shall not: (a) share or disclose HeatSense's Confidential Information or Trade Secrets with any person or organization engaged in Competitive Activity; (b) assist or consult for any third party engaged in Competitive Activity where such assistance is informed by knowledge of HeatSense's Confidential Information; or (c) independently develop or commission any product, algorithm, or system that replicates or is derived from HeatSense's Trade Secrets. For the avoidance of doubt, this Section does not prohibit the Customer from evaluating or using a competitor's product in the ordinary course of its athletic program operations, provided it does not share HeatSense's Confidential Information in connection with such evaluation. "Competitive Activity" means any business, product, or service that competes directly with HeatSense's real-time athlete thermal response solution.

5.8 Remedies. The Customer acknowledges that any breach of Sections 5.5, 5.6, or 5.7 would cause irreparable harm to HeatSense for which monetary damages alone would be an inadequate remedy. Accordingly, HeatSense shall be entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction without the requirement to post bond, in addition to all other remedies available at law or equity. In the event of a breach, HeatSense may recover its actual damages as proven in a civil proceeding, including but not limited to lost profits, costs of competitive harm, and reasonable attorneys' fees and costs. The Parties agree that the remedy provisions of this Section are reasonable and necessary to protect HeatSense's legitimate business interests.

5.8A Dispute Resolution.

(a) Negotiation. Before initiating any formal proceeding, the Party asserting a claim shall provide written notice to the other Party describing the nature of the dispute in reasonable detail. The Parties shall attempt in good faith to resolve the dispute through senior-level negotiation within fifteen (15) days of such notice.

(b) Mandatory Arbitration. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, with one arbitrator mutually agreed upon by the Parties or appointed by JAMS. Arbitration shall take place in Austin, Texas. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

(c) Exception for Injunctive Relief. Notwithstanding the foregoing, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction without first completing the negotiation or arbitration process, where necessary to prevent irreparable harm. Seeking such relief does not waive the right to arbitrate the underlying dispute.

(d) Costs. The prevailing Party in any arbitration shall be entitled to recover its reasonable attorneys' fees and arbitration costs.

6. Warranties and Disclaimer

6.1 HeatSense Warranties. HeatSense represents and warrants that: (a) it has the right to provide the Services and enter into these Terms; (b) the Platform will perform materially in accordance with its documentation under normal conditions of use; and (c) HeatSense will not knowingly introduce malicious code into the Platform.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE SERVICES, PLATFORM, AND HARDWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. HEATSENSE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DATA, INSIGHT, ALERT, OR RECOMMENDATION GENERATED BY THE PLATFORM. THE PLATFORM IS A WELLNESS AND PERFORMANCE TOOL AND IS NOT A MEDICAL DEVICE. NO DATA OR ALERT GENERATED BY THE PLATFORM SHOULD BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. HEATSENSE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3 Customer Acknowledgment. The Customer acknowledges that HeatSense is a wellness and performance platform, not a medical device. HeatSense takes inputs — including physiological and environmental data — and produces outputs in the form of insights, flags, and recommendations. None of these inputs or outputs, now or at any time, constitute medical advice, clinical assessment, or diagnosis of any kind. The presence of biometric or vital data within the Platform does not confer any diagnostic or medical character on the Services. All athlete management decisions remain the sole responsibility of the Customer and its staff.

7. Limitation of Liability

7.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap. HEATSENSE'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO HEATSENSE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Exceptions. The foregoing limitations do not apply to: (a) the Customer's payment obligations; (b) either Party's indemnification obligations; (c) HeatSense's obligations under the DPT with respect to name obfuscation breaches; or (d) either Party's liability for gross negligence or willful misconduct.

8. Indemnification

8.1 By Customer. The Customer shall indemnify, defend, and hold harmless HeatSense and its officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Customer's use or misuse of the Services; (b) the Customer's failure to obtain required athlete consents; (c) the Customer's violation of these Terms or applicable law; or (d) any athletic program decision made in connection with Platform data.

8.2 By HeatSense. HeatSense shall indemnify, defend, and hold harmless the Customer from and against any third-party claims that the Platform, as provided by HeatSense, infringes any U.S. patent, copyright, or trade secret of a third party, provided that the Customer: (a) promptly notifies HeatSense in writing; (b) gives HeatSense sole control of the defense; and (c) provides reasonable cooperation. This indemnity does not apply to claims arising from Customer modifications or combinations with third-party products.

9. Term & Termination

9.1 Initial Term. These Terms commence on the Agreement Date and continue for an initial term of one (1) year ("Initial Term").

9.2 Renewal. These Terms will automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

9.3 Standard Exit. Either Party may terminate these Terms at the end of any term by providing written notice of non-renewal at least ninety (90) days prior to the renewal date. No penalty applies for a standard exit at renewal.

9.4 Early Termination by Customer. If the Customer terminates these Terms prior to the end of a term without cause: (a) all fees paid for the current term are non-refundable; and (b) any remaining unpaid balance for the current term becomes immediately due and payable.

9.5 Early Termination by HeatSense. If HeatSense terminates these Terms prior to the end of a term without cause, HeatSense will issue a pro-rated refund of prepaid Platform Subscription Fees for the unused portion of the term within thirty (30) days.

9.6 Termination for Cause. Either Party may terminate these Terms immediately upon written notice if the other Party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach.

9.7 Effect of Termination. Upon termination or expiration: (a) all Platform access and licenses granted under these Terms terminate; (b) Hardware purchased by the Customer remains the Customer's property and is not subject to return; (c) the Data Protection Terms govern post-termination data handling; and (d) the following provisions survive: Sections 5.1, 5.3, 6.2, 7, 8, 9.7, 10, 11, 12, and 13.

10. What Survives Termination

The following obligations survive termination or expiration of these Terms in the periods specified:

• Trade secret and IP protections: in perpetuity, as set forth in Section 5.
• Non-compete obligations: twenty-four (24) months following the end of the last Agreement Term, as set forth in Section 5.
• Athlete data protections and de-identification requirements: indefinitely, as governed by the Data Protection Terms.
• HeatSense's rights to HeatSense Data and Derived Data: perpetually, as governed by the Data Protection Terms.
• Confidentiality obligations: five (5) years for general confidential information; in perpetuity for Trade Secrets.

11. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if and to the extent such failure is caused by events beyond that Party's reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, terrorism, civil unrest, or failures of third-party infrastructure providers ("Force Majeure Event"). The affected Party shall: (a) notify the other Party promptly in writing upon becoming aware of a Force Majeure Event; (b) use commercially reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event prevents performance for more than sixty (60) days, either Party may terminate the affected portion of these Terms upon written notice, with a pro-rated refund of prepaid fees for unperformed obligations.

12. General

12.1 Relationship to Other Agreements. These Terms are part of a suite of agreements governing the Parties' relationship. The DPT controls on matters of data collection, processing, and protection. In the event of conflict, the more protective provision for HeatSense controls, except that the DPT always controls on Athlete Data matters. IP, confidentiality, and non-compete obligations are governed by Section 5 of these Terms.

12.2 Governing Law. These Terms shall be governed by the laws of the State of Texas, without regard to its conflict of law provisions. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas for any dispute arising under these Terms.

12.3 Entire Agreement. These Terms, together with the applicable Order Form and the Data Protection Terms, constitute the entire agreement between the Parties with respect to the Services. They supersede all prior understandings, negotiations, and representations on those subjects.

12.4 Amendment. These Terms may be updated by HeatSense upon ninety (90) days' prior written notice for renewal terms. Material amendments to a current Order Form require written agreement of both Parties.

12.5 Assignment. The Customer may not assign these Terms without HeatSense's prior written consent. HeatSense may assign these Terms in connection with any merger, acquisition, or sale of substantially all its assets.

12.6 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remainder shall remain in full force.

12.7 Notices. All notices shall be in writing and delivered by email with confirmation or certified mail. HeatSense notices to: legal@heatsense.com; HeatSense LLC, Austin, Texas.

12.8 Counterparts. The Order Form may be executed in counterparts. Electronic and digital signatures have the same legal effect as wet ink signatures.

13. Brand & Marketing

By accepting these Terms, the Customer grants HeatSense the following permissions for the duration of the Agreement Term:

13.1 Logo and Name. HeatSense may use the Customer's program name, logo, and wordmark to identify the Customer as a HeatSense client in marketing materials, website, pitch presentations, and investor communications. HeatSense will follow the Customer's brand guidelines, a copy of which the Customer will provide upon request.

13.2 Client Reference. HeatSense may reference the Customer as a client in sales materials, testimonials, and press releases announcing the partnership. Staff quotes used in HeatSense materials require prior written consent from the individual quoted.

13.3 HeatSense Name. The Customer may reference HeatSense by name in internal program materials. External use of HeatSense's name or marks requires HeatSense's prior written approval.

13.4 Testimonial. The Customer agrees to provide one (1) video testimonial for HeatSense's use in marketing and promotional content, coordinated with the Customer.

13.5 Compliance. The Customer is solely responsible for ensuring that participation in brand and marketing activities complies with applicable NCAA rules, conference regulations, and institutional policies.