Terms of Service

These Terms of Service ("Terms") govern access to and use of the Sherpa Sports AI websites, hosted software, applications, APIs, artificial-intelligence features, integrations, implementation services, support, and related offerings identified in an Order Form (collectively, the "Services"). These Terms form an agreement between Sherpa Clouds Inc., doing business as Sherpa Sports AI ("Sherpa," "we," "us," or "our"), and the organization or other legal entity accepting them ("Customer," "you," or "your").

If you accept these Terms for an organization, you represent that you have authority to bind it. If you do not have that authority or do not agree, do not access or use the Services. Authorized individual users are "Users." Customer is responsible for its Users and their compliance with this Agreement.

The "Agreement" consists of these Terms, each applicable Order Form, any incorporated service description, documentation, DPA, SLA, and other written addendum signed or expressly accepted by both parties. Purchase orders are for administrative convenience only; preprinted or unilateral terms in them do not modify the Agreement.

The Services are intended for organizations and authorized professional users, not for personal or household use. A User must be at least 18 years old or the age of legal majority where located, unless the User accesses the Services through an educational institution under institution-managed consent and authorization procedures.

Customer will provide accurate account information, designate administrators, protect authentication credentials, maintain appropriate role-based access, and promptly disable access for Users who no longer require it. Customer will notify Sherpa without undue delay at security@sherpaclouds.com of suspected unauthorized account use or compromise. Customer remains responsible for activity under its accounts to the extent caused by Customer or its Users.

Order Forms specify the purchased Services, subscription term, usage limits, implementation scope, fees, payment schedule, and any special terms. Unless an Order Form states otherwise, subscriptions are non-cancellable during the committed term and quantities cannot be reduced during that term.

Sherpa will invoice as stated in the Order Form. If the Order Form is silent, invoices are due 30 days from invoice date. Fees are stated in U.S. dollars, non-refundable except as expressly provided in the Agreement, and exclusive of sales, use, value-added, withholding, and similar taxes. Customer is responsible for those taxes other than taxes based on Sherpa's net income. Customer may withhold disputed amounts if it gives detailed written notice before the due date and timely pays all undisputed amounts. Overdue undisputed amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate.

Sherpa may suspend affected Services for materially overdue undisputed amounts after at least 10 days' written notice and a reasonable opportunity to cure. Sherpa will use commercially reasonable efforts to limit suspension to the affected account or Services.

Subject to the Agreement and payment of fees, Sherpa grants Customer a limited, non-exclusive, non-transferable (except under Section 19), non-sublicensable right during the applicable subscription term for its Users to access and use the Services and Documentation for Customer's internal business purposes.

Customer and Users will not, and will not enable others to:

sell, resell, sublicense, distribute, rent, lease, time-share, or provide the Services as a service bureau except as expressly authorized in an Order Form;

reverse engineer, decompile, disassemble, or attempt to derive source code, models, non-public prompts, algorithms, or underlying components, except to the limited extent a restriction is prohibited by law;

circumvent security, access controls, usage limits, or protective measures; probe or test vulnerabilities without Sherpa's written authorization;

use the Services to develop, train, or benchmark a competing product or publish benchmark results without Sherpa's written consent;

upload malicious code; interfere with integrity, availability, or performance; scrape the Services through unauthorized means; or access data not intended for Customer;

use the Services or Outputs to make fully automated decisions that produce legal or similarly significant effects on an individual without appropriate notice, lawful authority, validation, and meaningful human review; or

use the Services in violation of law, league or association rules applicable to Customer, third-party rights, or the Acceptable Use requirements in these Terms.

"Customer Data" means data, content, files, records, communications, instructions, and other materials submitted to, stored in, transmitted through, or made available to the Services by or for Customer, including data obtained through Customer-authorized integrations. As between the parties, Customer retains all right, title, and interest in Customer Data.

Customer grants Sherpa and its subprocessors a worldwide, limited-term license to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to provide, secure, support, and improve the Services for Customer, meet legal obligations, and exercise rights under the Agreement. Sherpa does not sell Customer Data and will not use Customer Data to train a shared or generally available artificial-intelligence model unless Customer expressly opts in through a separate written agreement.

Customer is responsible for the lawfulness, accuracy, quality, and integrity of Customer Data; for providing required notices and obtaining required permissions, consents, and licenses; and for configuring the Services appropriately. Customer will not submit protected health information subject to HIPAA unless the parties have executed a Business Associate Agreement, or payment-card data unless the applicable Service is expressly designated to support it.

Customer will not upload or direct Sherpa to collect data in breach of a contract, platform rule, intellectual-property right, privacy right, or applicable law. Customer represents it has the right to instruct Sherpa to process Customer Data and to connect each third-party system that Customer authorizes.

Where Customer is an educational agency or institution subject to FERPA and Sherpa processes education records for Customer, the parties intend Sherpa to act as a "school official" performing an institutional service or function for which Customer would otherwise use employees, under Customer's direct control regarding use and maintenance of education records, and subject to FERPA's use and redisclosure restrictions. Customer remains responsible for determining whether FERPA applies, establishing a legitimate educational interest, and making required annual-notice or other disclosures.

The Services are not directed to children under 13 for independent use. Customer will not permit a child under 13 to create or operate an account or submit personal information except through a school- or organization-managed deployment with all legally required authorization and consent. Customer is responsible for parental consent or other lawful authority where required. Sherpa will reasonably assist Customer with deletion requests involving a child's data.

Nothing in the Services determines NCAA, NAIA, conference, league, union, licensing-body, eligibility, safeguarding, employment, immigration, tax, or legal compliance. Customer remains responsible for its decisions, approvals, filings, and professional advice.

Some Services use machine learning or generative AI to create recommendations, summaries, rankings, forecasts, classifications, draft language, or other responses ("Outputs") from Customer Data and User instructions ("Inputs"). As between the parties and to the extent permitted by law, Customer retains rights in Inputs and owns Sherpa's interest, if any, in Outputs generated specifically for Customer, excluding Sherpa Technology, third-party materials, and Feedback.

AI systems are probabilistic. Outputs may be incomplete, inaccurate, outdated, biased, or similar to content generated for others. Customer must independently evaluate Outputs and apply qualified human judgment before relying on them, especially for recruiting, roster, scholarship, eligibility, contract, financial, medical, employment, safeguarding, or compliance decisions. Outputs are decision-support tools and are not legal, financial, medical, tax, employment, or compliance advice.

Sherpa will not knowingly use Customer Data to train shared foundation models without written opt-in. Sherpa may use de-identified and aggregated telemetry that does not identify Customer, Users, athletes, or other individuals to operate, secure, analyze, and improve the Services. Sherpa will apply reasonable measures designed to prevent re-identification and will not attempt to re-identify such data.

Customer will not use AI features for unlawful discrimination, biometric identification without express authorization, surveillance prohibited by law, deceptive impersonation, or decisions based solely on protected characteristics. Customer is responsible for notices, consents, impact assessments, validation, appeal or review processes, and recordkeeping required for its use case.

The Services may interoperate with or display data, software, websites, APIs, models, platforms, or services supplied by third parties ("Third-Party Services"). Customer's use of Third-Party Services may be governed by separate terms and fees. Customer authorizes Sherpa to exchange Customer Data with Third-Party Services selected or configured by Customer.

Sherpa does not control Third-Party Services and is not responsible for their availability, accuracy, security, modification, or acts and omissions. If a provider changes or discontinues access, Sherpa may modify or discontinue the affected integration. Sherpa will use commercially reasonable efforts to provide advance notice when practicable. Data sourced from third parties may carry use, display, export, retention, and redistribution restrictions, and Customer will comply with them.

Sherpa will process personal information as described in its Privacy Policy and, where applicable, the parties' DPA. If the DPA conflicts with these Terms regarding processing of personal data, the DPA controls.

Sherpa will maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the nature of Customer Data and the risks presented, including access controls, encryption in transit and at rest, vulnerability management, incident response, personnel confidentiality obligations, and business-continuity measures. Specific commitments, audit rights, security exhibits, and service levels apply only when included in the Agreement or Sherpa's then-current written security documentation.

Sherpa will notify Customer without undue delay after confirming a Security Incident affecting Customer Data and will provide information reasonably available to support Customer's legal obligations. "Security Incident" does not include unsuccessful attempts or events that do not compromise Customer Data, such as scans, pings, blocked attacks, or failed login attempts.

Sherpa may use subprocessors to provide the Services and remains responsible for their performance to the same extent as for its own obligations under the Agreement. International transfers of personal data will use a lawful transfer mechanism where required.

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential, including Customer Data, security materials, product plans, pricing, business information, and non-public aspects of the Services. Confidential Information excludes information Recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) was received lawfully from a third party without duty; or (d) was independently developed without use of Confidential Information.

Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisors, contractors, and subprocessors who need to know and are bound by confidentiality obligations at least as protective. Recipient may disclose information when legally compelled if, to the extent permitted, it gives prompt notice and reasonable assistance. These duties continue for five years after disclosure, except trade secrets and personal data remain protected as long as required by law or while qualifying as trade secrets.

Sherpa and its licensors retain all right, title, and interest in the Services, Documentation, software, models, workflows, templates, configurations, methodologies, aggregated telemetry, and all improvements and derivative works (collectively, "Sherpa Technology"). No rights are granted except those expressly stated.

If Customer provides ideas, suggestions, or feedback about the Services ("Feedback"), Customer grants Sherpa a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate Feedback without restriction or attribution, provided Sherpa does not identify Customer as the source without permission.

Implementation, migration, configuration, training, custom development, or other professional services will be described in an Order Form or statement of work. Unless expressly stated otherwise, Customer will provide timely access, decisions, data, personnel, and third-party permissions. Delays in Customer dependencies may adjust schedules and fees through a mutually agreed change process.

Upon payment, Customer may use deliverables created specifically for Customer with the Services during the subscription term. Sherpa retains ownership of pre-existing materials, generalized know-how, tools, connectors, reusable code, templates, and improvements. Any broader ownership or license for custom deliverables must be stated in a signed statement of work.

Sherpa may update the Services to improve functionality, security, compliance, or performance. Sherpa will not materially reduce the core functionality of purchased Services during a subscription term, except where necessary to address security, legal, or third-party dependency issues. Sherpa may provide beta, pilot, preview, or evaluation features identified as such ("Beta Services"). Beta Services are optional, may change or end at any time, and are provided as-is without service levels or warranties to the maximum extent permitted by law.

Support channels and target response times are those stated in the Order Form, support policy, or SLA. Maintenance, force majeure events, Customer systems, Internet failures outside Sherpa's control, Third-Party Services, and Customer misuse are excluded from availability calculations unless an SLA states otherwise.

Each party will comply with laws applicable to its performance under the Agreement. Customer will not use the Services for illegal gambling, match manipulation, trafficking in stolen or unlawfully obtained data, harassment, threats, exploitation, fraud, intellectual-property infringement, unlawful discrimination, or activities that compromise athlete welfare or safety.

Customer is solely responsible for compliance rules and restrictions that apply to its organization, including recruiting calendars, eligibility rules, salary-cap or collective-bargaining obligations, agent regulations, NIL disclosure requirements, records-retention laws, public-records laws, export controls, sanctions, and employment or education laws.

Sherpa may investigate suspected violations and suspend the affected use when reasonably necessary to prevent material harm, unlawful conduct, or a security risk. When practicable, Sherpa will provide notice and an opportunity to cure and will limit suspension to the affected use.

Each party warrants it has authority to enter the Agreement. Sherpa warrants that during a paid subscription term: (a) the Services will materially conform to applicable Documentation; (b) professional services will be performed in a professional and workmanlike manner; and (c) Sherpa will not materially reduce its security safeguards for Customer Data. Customer's exclusive remedy for breach is for Sherpa to use commercially reasonable efforts to correct the nonconformity; if Sherpa cannot do so within a reasonable period, Customer may terminate the affected Services and receive a prorated refund of prepaid unused fees for the terminated portion.

EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, OUTPUTS, BETA SERVICES, THIRD-PARTY DATA, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHERPA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL VULNERABILITIES WILL BE PREVENTED, OR THAT OUTPUTS OR THIRD-PARTY DATA WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR A PARTICULAR DECISION.

Sherpa will defend Customer against a third-party claim alleging that Customer's authorized use of the paid Services infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded or included in a Sherpa-approved settlement. Sherpa has no obligation for claims arising from Customer Data, Third-Party Services, unauthorized use, use after notice to stop, or combinations or modifications not supplied or approved by Sherpa. If a claim appears likely, Sherpa may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid unused fees for the terminated portion.

Customer will defend Sherpa against a third-party claim arising from Customer Data, Customer's unlawful or unauthorized use of the Services, or Customer's violation of Section 14, and will indemnify Sherpa for damages, costs, and reasonable attorneys' fees finally awarded or included in a Customer-approved settlement.

Indemnification requires prompt written notice, sole control of defense and settlement by the indemnifying party, and reasonable cooperation at its expense. Failure to give prompt notice relieves obligations only to the extent materially prejudiced. No settlement may admit fault by, impose non-monetary obligations on, or fail to fully release the indemnified party without its written consent, not to be unreasonably withheld.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. "EXCLUDED CLAIMS" MEANS: (a) CUSTOMER'S PAYMENT OBLIGATIONS; (b) A PARTY'S INDEMNIFICATION OBLIGATIONS; (c) A PARTY'S BREACH OF CONFIDENTIALITY; (d) CUSTOMER'S VIOLATION OF SHERPA'S INTELLECTUAL-PROPERTY RIGHTS; OR (e) LIABILITY THAT CANNOT LAWFULLY BE LIMITED. FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, A SECURITY INCIDENT CAUSED BY SHERPA'S FAILURE TO COMPLY WITH ITS EXPRESS SECURITY OBLIGATIONS, OR INDEMNIFICATION, THE AGGREGATE CAP IS TWO TIMES THE FEES PAID OR PAYABLE DURING THAT 12-MONTH PERIOD, EXCEPT WHERE LIABILITY CANNOT LAWFULLY BE LIMITED.

The limitations apply to all theories of liability and allocate risk between the parties. A party is not liable for matters caused by the other party, Third-Party Services, or events beyond its reasonable control.

These Terms begin when Customer first accepts them or uses the Services and continue while any Order Form remains in effect. Each Order Form's initial and renewal terms are stated in it. If an Order Form is silent, the subscription ends at the end of its stated term and does not automatically renew.

Either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice, or within 10 days for nonpayment of undisputed fees. Either party may terminate immediately if the other becomes insolvent, ceases business, or enters bankruptcy proceedings not dismissed within 60 days, subject to applicable law.

On expiration or termination, Customer's access ends and amounts accrued become due. If Customer terminates for Sherpa's uncured material breach, Sherpa will refund prepaid unused fees for the terminated portion. If Sherpa terminates for Customer's breach, Customer remains responsible for committed fees to the extent permitted by law.

Upon written request made before termination or within 30 days afterward, Sherpa will make Customer Data available for export in a commonly used format, subject to technical feasibility, third-party restrictions, and payment of undisputed fees. After that period, Sherpa may delete Customer Data under its retention practices unless legally prohibited. Sections that by nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, liability limits, and general terms.

Governing Law; Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If Customer is a U.S. state or local public institution that cannot lawfully accept this provision, the governing-law and venue rules required by applicable law govern solely to that extent.

Informal Resolution; Jury Waiver. Before filing a claim, each party will provide written notice describing the dispute and senior representatives will attempt in good faith to resolve it for at least 30 days. EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Either party may seek immediate injunctive relief for misuse of intellectual property, breach of confidentiality, or security threats.

Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt. Notices to Sherpa must be sent to legal@sherpaclouds.com and any notice address in the applicable Order Form. Notices to Customer will be sent to the legal, billing, or administrative contact in the Order Form or account. Notices are effective on confirmed receipt.

Assignment. Neither party may assign the Agreement without the other's prior written consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee agrees in writing to be bound and is not a direct competitor of the non-assigning party. Any prohibited assignment is void.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.

Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. The Agreement creates no partnership, franchise, fiduciary, agency, employment, or joint venture. There are no third-party beneficiaries.

Publicity. Sherpa may not use Customer's name, trademarks, or logos in publicity without Customer's prior written consent. Any agreed case study, press release, or reference activity requires separate approval.

Export and Sanctions. Each party will comply with applicable export-control and sanctions laws. Customer will not permit access from embargoed jurisdictions or by prohibited persons and will not use the Services for prohibited end uses.

Government Use. The Services and Documentation are commercial products developed exclusively at private expense. Government rights are limited to those customarily provided to the public under the Agreement, subject to mandatory law.

Changes to Terms. Sherpa may update these Terms for legal, security, or operational reasons by posting an updated version and changing the "Last updated" date. Material changes will not apply to an active paid Order Form until its next renewal unless required by law, necessary to address an urgent security risk, or agreed in writing. Sherpa will provide reasonable advance notice of material changes when practicable.

Entire Agreement; Order of Precedence. The Agreement is the complete agreement regarding its subject and supersedes prior proposals and communications. If documents conflict, the order is: (1) a signed amendment or MSA; (2) DPA or BAA for its subject; (3) Order Form or SOW; (4) SLA or security exhibit; (5) these Terms; and (6) Documentation. A waiver must be in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective. Headings are for convenience. "Including" means "including without limitation." Electronic signatures and counterparts are valid.

Questions about these Terms may be sent to legal@sherpaclouds.com. Security reports should be sent to info@sherpaclouds.com. Privacy requests should be sent to info@sherpaclouds.com. Customer-support requests should use the support channel identified in the applicable Order Form or in-product support interface.