Platform Agreement

Version 3.0 — Effective February 6, 2026

Overview

This Agreement is between OpenCourt, Inc. (“Provider”) and the company or person accessing the Cloud Service (“Customer”). By signing up, accessing, or using the Product, Customer accepts this Agreement and agrees to be bound by its terms.

Order Form

Framework Terms

This Order Form incorporates the Framework Terms, consisting of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (the “Standard Terms”), which are incorporated by reference.

Cloud Service

The OpenCourt sports club management cloud software platform, including its web-hosted application, application program interfaces, and related documentation made available by Provider. Where Customer’s subscription includes the branded mobile application add-on, the Cloud Service also includes Provider-managed branded iOS and Android applications distributed through the Apple App Store and Google Play Store.

Order Date

The Effective Date.

Subscription Period

As specified in Customer’s subscription plan at the time of purchase. Monthly subscriptions renew each calendar month. Annual subscriptions renew every twelve (12) months.

Cloud Service Fees

As specified in Customer’s subscription plan at the time of purchase, in accordance with the pricing published at getopencourt.com/pricing. Provider may update Product pricing by giving at least thirty (30) days’ notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Process

Customer authorizes Provider to bill and charge Customer’s payment method on file via Stripe for immediate payment or deduction without further approval. For monthly subscriptions, charges are processed on a monthly recurring basis. For annual subscriptions, the full annual amount is charged upfront at the start of each Subscription Period.

Non-Renewal Notice Period

For monthly subscriptions, at least fifteen (15) days before the end of the current Subscription Period. For annual subscriptions, at least thirty (30) days before the end of the current Subscription Period.

Technical Support

Provider will provide support consistent with Customer’s plan tier as described at getopencourt.com/pricing. Provider will use commercially reasonable efforts to respond to support requests within two (2) business days.

Use Limitations

Customer shall use the Cloud Service solely for the management and operation of Customer’s sports club or facility in the ordinary course of business. In addition, Customer shall not:

• (i) sublicense, resell, time-share, or distribute access to the Cloud Service to third parties;
• (ii) use the Cloud Service to develop a competing product or service;
• (iii) reverse engineer, decompile, or disassemble the Cloud Service;
• (iv) use the Cloud Service to store or transmit material that is illegal, defamatory, or infringes third-party rights;
• (v) attempt to gain unauthorized access to any systems or networks connected to the Cloud Service; or
• (vi) exceed any usage limitations associated with Customer’s plan tier.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.

Provider: OpenCourt, Inc.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Texas.

Chosen Courts: The state or federal courts located in Austin, Texas.

Covered Claims

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, as provided by Provider and used by Customer in accordance with the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s United States intellectual property rights.

Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights; (2) arising from or relating to Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer); or (3) arising from or relating to Customer’s use of the Cloud Service in violation of applicable law.

General Cap Amount: The total fees paid or payable by Customer to Provider in the three (3) month period immediately preceding the event giving rise to the claim.

Increased Cap Amount: The total fees paid or payable by Customer to Provider in the six (6) month period immediately preceding the event giving rise to the claim.

Increased Claims: An Indemnifying Party’s indemnification obligations.

Unlimited Claims: None.

Notice Address

For Provider: legal@getopencourt.com

For Customer: The primary email address associated with Customer’s account.

Changes to the Standard Terms

Privacy Policy

The Privacy Policy describes how Provider handles personal information collected through the Product.

Data Protection

All references to “GDPR” in Section 3 (Privacy & Security) of the Standard Terms shall be read as “Applicable Data Protection Laws,” which includes the General Data Protection Regulation (EU 2016/679), the California Consumer Privacy Act (as amended by the CPRA), and any other applicable data protection or privacy law.

Payment Default

Modifying the Standard Terms, if Customer has an outstanding, undisputed balance on its account for more than thirty (30) days after the date payment was due, Provider may suspend Customer’s access to the Product in accordance with Section 2.2 of the Standard Terms.

Agreement Updates

The Standard Terms will never change. However, modifying Section 12.2 of the Standard Terms, Provider may update this Order Form and Key Terms by posting a new version at getopencourt.com/legal/platform-agreement. Provider will notify Customer of material changes at least thirty (30) days before they take effect, by email or notification within the Product. If Customer does not agree to the updated terms, Customer may terminate the Agreement by providing notice before the changes take effect.

Service Fees

Where Customer’s subscription plan includes a service fee on transactions processed through the Cloud Service (as specified on the pricing page), Customer acknowledges and agrees that Provider may deduct such fees from payments processed on Customer’s behalf through Provider’s payment processing integration.

Not Legal or Financial Advice

Provider is not a law firm, accounting firm, or financial advisor. The Cloud Service provides tools for sports club management and does not constitute legal, tax, or financial advice. Customer is solely responsible for compliance with all laws applicable to Customer’s business.

Standard Terms

The complete Common Paper Cloud Service Agreement Standard Terms (Version 2.1) are available at:

commonpaper.com/standards/cloud-service-agreement/2.1/

These Standard Terms are incorporated into this Agreement by reference. The Standard Terms cover the following topics:

• Section 1 — Access and Use (including Customer Content, Feedback, Machine Learning)
• Section 2 — Restrictions and Responsibilities
• Section 3 — Privacy and Security
• Section 4 — Payment and Taxes
• Section 5 — Term and Termination
• Section 6 — Representations and Warranties
• Section 7 — Disclaimer of Warranties
• Section 8 — Limitation of Liability
• Section 9 — Indemnification
• Section 10 — Confidentiality
• Section 11 — Reservation of Rights
• Section 12 — General Terms
• Section 13 — Definitions

A summary of key provisions from the Standard Terms is provided below for convenience. In the event of any conflict, the full text of the Standard Terms controls.

Key Provisions Summary

Your Content Belongs to You. Provider does not claim ownership of any data, text, images, or other content that Customer uploads or creates through the Cloud Service (“Customer Content”). Customer retains all rights to Customer Content. (Section 1.5)

How Provider Uses Data. Provider may collect and use aggregated, anonymized, or de-identified data derived from Customer’s use of the Cloud Service for purposes including product improvement, analytics, and machine learning, provided that such data cannot reasonably be used to identify Customer or any individual. (Section 1.4, 1.6)

Confidentiality. Both parties agree to protect each other’s confidential information and use it only for the purposes of this Agreement. (Section 10)

Limitation of Liability. Except for Increased Claims and Unlimited Claims, each party’s total liability is limited to the General Cap Amount (fees paid in the prior 3 months). For Increased Claims, liability is limited to the Increased Cap Amount (fees paid in the prior 6 months). Neither party is liable for indirect, incidental, consequential, or punitive damages. (Section 8)

Indemnification. Provider will defend Customer against claims that the Cloud Service infringes third-party intellectual property rights. Customer will defend Provider against claims arising from Customer Content, Customer’s breach of the Agreement, or Customer’s violation of law. (Section 9)

Warranty Disclaimer. The Cloud Service is provided “as is.” Provider disclaims all warranties not expressly stated in the Agreement, including implied warranties of merchantability and fitness for a particular purpose. (Section 7)

Termination. Either party may terminate if the other party materially breaches and does not cure within thirty (30) days after written notice. Upon termination, Provider will make Customer Content available for export for a reasonable period. (Section 5)

Auto-Renewal. Subscriptions automatically renew for successive periods of the same length unless either party provides notice of non-renewal in accordance with the Non-Renewal Notice Period specified above. (Section 5)

Contact

Questions about this Agreement? Contact us at legal@getopencourt.com.

This Agreement is based on the Common Paper Cloud Service Agreement, used under CC BY 4.0.

Previous versions: This is the first version of the Platform Agreement for self-serve subscriptions. For customers with individually negotiated agreements, your signed Cover Page or Order Form governs your use of the Product.