Terms of Service

1.1 How these Terms apply to you

1. (a)Individual Users. If you sign up for yourself and not for an organization, these Terms and the Incorporated Documents that apply to you are your complete agreement with Owl.
2. (b)Organization Customers without a Customer Agreement. If an organization signs up through the Platform, or you accept for it, and it has no Customer Agreement, these Terms (with any Order selected on the Platform) are the complete commercial contract; Owl signs no separate paper. “Customer” means that organization.
3. (c)Organization Customers with a Customer Agreement, and their Members. The Customer Agreement controls the commercial terms it addresses (Section 1.3). These Terms still bind each Member individually on acceptable use, account security, conduct, content rights, and Platform rules (Sections 3, 4.5, 5.6, 5.7, 6, 7, 8, 14.2, 15.2, and the AUP), apply before the Customer Agreement takes effect (including in any self-serve trial), and fill its gaps. A Member acting for such an organization does not personally grant the Training License.
4. (d)Website Visitors. Without an account, you are bound only as to browsing (including the AUP and Sections 15, 17, and 18) and you acknowledge the Privacy Notice; you are not bound to arbitrate (Section 21.11).

If more than one description fits, the more specific applies.

1.2 Acceptance; authority

You accept these Terms by checking the acceptance box or clicking the acceptance button when creating an account, accepting an Organization invitation, clicking to accept these Terms or an Order, or otherwise using the Services. Electronic acceptance equals a signature, and Owl may keep records of it. If you accept for an organization, you represent that you have authority to bind it, and “you” means the organization (and you individually as to your own conduct as a Member). The Services are operated from the United States, and nothing in these Terms limits any right you have under the mandatory law of your home jurisdiction that cannot be waived by agreement.

1.3 Order of precedence

In a conflict: (1) a Customer Agreement; (2) an Order; (3) these Terms (including Section 25, for Organization Customers). A Customer Agreement overrides these Terms only to the extent it expressly addresses the subject, and an Order only where it expressly identifies the provision it changes. Section 1.1(c) applies to every Member regardless.

1.4 Other documents that apply

Incorporated into these Terms, so that breach of any is breach of these Terms (the “Incorporated Documents”): the Acceptable Use Policy at owl.ai/aup (the “AUP”); Owl’s Data Processing Addendum at owl.ai/dpa (the “DPA”) (incorporated automatically for business use, as Section 13.1 states); and additional terms for a feature or program, such as Beta Features, promotions, or free trials (“Supplemental Terms”), which control for what they address. The Privacy Notice at owl.ai/privacy is not part of these Terms; you acknowledge it as Section 13.1 states.

3.1 Age

You must be at least 18 to create an account or use the Services other than to browse the Site, and you represent that you are. Organization Customers will not permit anyone under 18 to access the Services. Owl does not knowingly collect Personal Data directly from children under 13 (Section 6.3).

3.2 Individual and business use

Individuals may use the Services for personal, non-commercial purposes, and organizations for business purposes; the content, consent, and use rules apply either way.

3.3 Organizations; accounts and security

Owl may require information to verify an Organization Customer, its authority, and its right to submit Customer Content. Members and Individual Users sign in through our identity provider. Provide accurate registration information, use only your own account, do not share credentials or transfer the account, and hold one account unless Owl approves otherwise. You are responsible for your credentials and all activity under your account, and Customer for all activity in its Organization and each Member’s compliance. Notify security@owl.ai promptly of any unauthorized access or security incident. Owl may treat any action through your account as yours.

3.4 Administrative Records

The Platform records Organization administration events: creation, modification, and deletion of an Organization, addition and removal of Members, and invitations sent, accepted, and revoked (“Administrative Records”). Owl may use them to operate, secure, and support the Services. What Members and Administrators can see within an Organization is in Section 25.2.

4.1 Parliament video intelligence

You can upload videos, connect live streams that you push to an Owl ingest endpoint or that the Platform pulls from a URL you provide (“Live Sources”), and chat with an AI agent (the “Agent”) to search, analyze, and clip video and save moments. Each uploaded file and each recording of a Live Source is a “Video”. The Platform sends Videos to subprocessors for indexing, search, and analysis, and the Agent is powered by large language models provided by subprocessors. Indexing is automatic on upload or Live Source connection and cannot be turned off (Section 9.7). A “Watch” instructs the Agent to monitor a Live Source recording and save moments without a Member present.

4.2 Live storytelling

The live storytelling features take the rosters, narratives, and instructions you provide, with any live sports feed or other live data you connect (“Live Context”, which excludes any feed Owl makes available to you), and surface narrative moments that Owl’s systems determine are relevant as the event unfolds. You must have the right to connect any feed you supply.

4.3 Transcription; features enabled by Owl; Beta Features

Transcription of the audio in your Videos and Live Sources is a Platform feature (the “Transcription Service”), and the audio and resulting transcripts are processed by third party models. Some features (pulling streams from a URL, replaying a Video as a live stream, and custom processors, which are detectors Owl configures for a Customer, such as sponsor or player detection, that run on Live Sources and feed dashboards) work only when Owl enables them for an Organization, and Owl may disable them at its discretion; a custom processor’s scope will be in an Order or Customer Agreement. Beta, preview, or experimental features (“Beta Features”) may be incomplete or erroneous, may be changed, suspended, or discontinued at any time, and are provided “as is” without warranty, service level, or support commitment, notwithstanding anything else in these Terms (but not a Customer Agreement that expressly addresses them).

4.4 Changes; no archival use; no availability commitment

Owl may add, modify, or remove features at any time and, where practicable, will give reasonable advance notice before removing a feature in a way that materially reduces core functionality you have paid for. The Services are not an archival or primary recording system; keep your own copies and download clips and exports you want to keep. Unless a Customer Agreement provides otherwise, Owl commits to no availability or performance level.

4.5 Service limits

Owl may change these limits on notice: (a) each uploaded Video may be up to 50 GB and 12 hours, and may be split for processing; (b) each Live Source recording is limited to 12 hours; (c) files using MPEG-2, VP8, or VP9 video, AC-3 audio, or MPEG-TS or MTS containers may be rejected if too long to process as a single part; (d) each upload is a single request, and a failed upload cannot be resumed; and (e) if the Platform’s streaming infrastructure fails, the portion of a Live Source being recorded may be lost. Owl may also limit request rates, concurrent operations, file sizes, and download volume.

5.1 Ownership

As between you and Owl, you retain all rights in Customer Content and, subject to Owl’s rights under these Terms, own the Output Owl makes available to you. Owl claims no ownership of Customer Content. For an Organization Customer with a Customer Agreement, Output ownership is as that agreement states.

5.2 License to operate the Services

You grant Owl, and Third-Party Providers acting for Owl, a worldwide, non-exclusive, royalty-free license to host, copy, maintain, store, transmit, process, analyze, modify (such as by transcoding or clipping), display, and create derivative works of Customer Content and Output as necessary to provide, secure, and support the Services, enforce these Terms, and comply with law.

5.3 Training license

You also grant Owl a worldwide, non-exclusive, royalty-free, and fully paid-up license to access, use, reproduce, store, retain copies of, process, analyze, and create derivative works from Customer Content and Output (including uploads, streams, prompts, Live Context, transcripts, and Feedback) to develop, train, test, validate, evaluate, and improve Owl’s and its affiliates’ products, services, technology, and machine learning models, including those provided to other customers (the “Training License”). The Training License continues until the earliest of the date you delete the relevant Customer Content or Output, the date you close your account or Organization, and the effective date of an opt-out under Section 5.4(e), and then ends as to that Customer Content and Output; but Owl’s rights in models, weights, parameters, and training artifacts already trained or created survive as Section 5.4(d) provides. In exercising it and creating De-Identified Data, Owl acts as an independent controller (or business), not as your processor or service provider (Terms Section 13.1 and, for Organization Customers, Section 25.4).

5.4 Limits on the Training License; what it means

1. (a)Confidentiality limits. Owl will not (i) disclose or make available Customer Content to any third party other than Third-Party Providers acting for Owl; (ii) generate or make available any output that reveals or reproduces Customer Content; or (iii) identify you as a source of Customer Content, except as these Terms expressly permit.
2. (b)Biometric Data carve-out. Owl will use Biometric Data in Customer Content, or that Owl extracts or generates from it, solely to provide the Services to you, and not to develop or improve any other product or service unless it has first become De-Identified Data. Owl’s approach to Biometric Data is stated in Section 6 of the Privacy Notice.
3. (c)Ownership of results. As between you and Owl, Owl owns all models, weights, parameters, training artifacts, De-Identified Data, and other results of exercising the Training License.
4. (d)Deleting your content does not untrain a model. Owl deletes content as Section 12 describes, but deletion does not remove the effect the content has already had on a trained or improved model, and Owl is not required to retrain, roll back, or delete any model, weight, or parameter, except as applicable law requires or as a regulator with authority over Owl directs; models may retain information learned from the content. Customer Content you delete, or that is covered by an opt-out under Section 5.4(e), is excluded from training datasets assembled after the deletion or opt-out. Owl’s rights in models, weights, parameters, and training artifacts already trained or created survive termination of these Terms and deletion of your account, as Section 5.3 provides.
5. (e)Opting out. (i) Any Individual User account holder may turn off use of their Customer Content for model training in account settings; the setting is effective prospectively. Training is on by default for Individual Users unless turned off. An Organization Customer may obtain exclusions from the Training License through a Customer Agreement with Owl. (ii) Any person who appears in Customer Content submitted by someone else, whether or not that person holds an account, may request exclusion of that content from model training through the channel described in Sections 5.6, 6.4 and 9 of the Privacy Notice, and Owl will implement a verified request by excluding the affected content (or the affected segments) from training datasets assembled after the request. (iii) Where applicable law grants you rights over your Personal Data, Owl will honor them as that law requires. Anyone may submit a request to privacy@owl.ai, and Owl will review it consistent with applicable law, including a request for deletion or any other request beyond training exclusion.

5.5 No training by Third-Party Providers

Owl’s agreements with, and account settings at, its Third-Party Providers of AI models and video analysis are configured so that those providers do not use Customer Content to train their own models. Providers may retain and process Customer Content as necessary to provide their services, secure their systems, prevent abuse, and comply with law. Owl does not control, and is not responsible for, a provider’s changes to its own terms, but will use reasonable efforts to notify users and update this Section and the Subprocessor List before any provider change that would alter this.

5.6 Your rights, consents, and responsibilities for content

You represent and warrant, when you submit Customer Content and for as long as it remains on the Services, that:

1. (a)you own, or have and will maintain, all licenses, consents, releases, and permissions necessary to submit, stream, and provide it and to permit the uses these Terms describe, including rights held by leagues, governing bodies, teams, broadcasters, venues, event organizers, athletes, officials, coaches, schools, and other rights holders in footage or streams (“Rights Holders”);
2. (b)you may permit Owl and its Third-Party Providers to process Customer Content as these Terms describe, including by granting the Training License;
3. (c)you are authorized to record, stream, process, and analyze each Live Source, including by the stream’s owner and any venue, league, or broadcaster whose consent is required;
4. (d)Customer Content, and your use of the Services and Output, do not and will not infringe or violate any intellectual property, privacy, publicity, or other right of any person, any law, or any agreement binding you, including any broadcast, collective bargaining, or participant agreement, league rule, or venue terms;
5. (e)if Customer Content or your instructions would cause the Services to process Biometric Data, you have, in advance, given every notice and obtained every written release and consent the Biometric Laws and other law require from each individual whose Biometric Data is processed (or the individual’s parent or guardian), and can produce evidence of them on request; and
6. (f)Customer Content does not include any individual under 18 as a subject of analysis, except as Section 6.3 provides.

You are responsible for the accuracy, quality, and legality of Customer Content and for ensuring that submitting it does not breach any agreement between you and a third party.

5.7 Prohibited Data

You will not submit any of the following (“Prohibited Data”): (a) protected health information regulated by HIPAA; (b) payment card or bank account numbers; (c) Social Security, driver’s license, passport, or other government identification numbers; (d) special categories of personal data under GDPR Article 9(1), other than (i) participants’ images, movements, and physical characteristics used for Permitted Sports Uses (AUP, Section 3) that do not involve Biometric Data used to uniquely identify an individual (Privacy Notice, Section 6), (ii) competition division or category information, and (iii) biomechanical and performance metrics generated in ordinary sports analytics; (e) passwords, API keys, or other credentials, other than credentials in a Live Source pull URL (Section 8); or (f) data controlled under the U.S. International Traffic in Arms Regulations, or classified or controlled unclassified government information.

5.8 Feedback

“Feedback” means suggestions, ideas, comments, and enhancement requests about the Services, including “Feedback Notes” submitted through the Platform’s feedback feature. Feedback is not confidential. You grant Owl a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use it without restriction or obligation to you. Owl need not implement Feedback.

5.9 Owl’s data and commercial use

1. (a)Ownership. As between you and Owl, Owl owns data about how the Services are used, such as feature usage, processing volumes, performance metrics, and errors (“Usage Data”); logs, telemetry, configuration, diagnostic, and security data and other operational metadata the Services generate (other than Operational Logs) (“Service Data”); De-Identified Data; and analyses, predictions, scores, annotations, event detections, and other outputs the Services generate that Owl does not make available to you (“Unreleased Insights”). You assign to Owl any right in them that vests in you. “Operational Logs” means logs that record Customer Content or the inputs to or outputs from AI models; they are not Service Data and are governed by Section 12.3, not by this Section 5.9 or Section 12.4(b).
2. (b)Commercial use. Owl may use, disclose, and commercialize Usage Data, Service Data, and De-Identified Data, and use Unreleased Insights, for any lawful business purpose, but will not disclose them to third parties in a form that identifies you, any Member, or any other individual. Owl will not re-identify De-Identified Data except as its definition permits and will contractually bind any recipient to the same commitment.
3. (c)Third-party licensing of insights. Owl does not license insights derived from your Customer Content to third parties.

6.1 How the Services identify participants

Owl’s practices on facial recognition, face and voice templates, speaker identification, and the identification of participants from roster, jersey number, position, and other contextual information are stated in Section 6 of the Privacy Notice. You will not instruct or configure the Services (including the Agent or any custom processor) to perform facial recognition, build or match face templates, or otherwise collect Biometric Data.

6.2 Permitted Sports Uses; spectators

With the rights and consents these Terms require, you may use the Services and Output for the Permitted Sports Uses in AUP, Section 3, and nothing in the AUP prohibits them. You will not use the Services to identify spectators or other non-participants.

6.3 Minors

Customer Content submitted on the self-serve Platform must not include any individual under 18 as a subject of analysis, and you may not use the Services to identify or analyze any minor. A minor’s incidental appearance (for example, in a crowd, in the background, or as a ball crew member) is not a breach. If Owl discovers, or is notified, that Customer Content includes a minor as a subject of analysis, Owl may remove the content, will exclude it from future training datasets, and may suspend repeat violators. An Organization Customer with a Customer Agreement may be authorized to submit Customer Content involving minors solely as that agreement provides, and for that content you are solely responsible for every consent, release, and notice that law, league or competition rules, and your agreements require, including from parents, guardians, schools, and leagues. Owl does not knowingly collect Personal Data directly from children under 13, and the Services are not directed to children. If you believe a child under 13 has created an account or that Owl has collected a child’s Personal Data without the consent the law requires, contact privacy@owl.ai and Owl will delete the information.

6.4 Owl may decline or stop processing

If Owl reasonably believes that processing particular Customer Content would not comply with this Section 6 or applicable law, or that required consents have not been obtained, Owl may decline to process it, ask for evidence of consent, and stop processing until satisfied. Owl may, but has no obligation to, review or monitor Customer Content or your use of the Services to check compliance with these Terms and the AUP.

7.1 Output is probabilistic; human review required

Output may be inaccurate, incomplete, misleading, inconsistent, or not unique to you, may differ from run to run, and may sound authoritative but be wrong. You are responsible for reviewing Output, with appropriate human oversight, before relying on or sharing it, and you are solely responsible for any decision you make using it, including any officiating, disciplinary, eligibility, contractual, employment, broadcast, or wagering decision. Do not rely on Output as the sole basis for any decision affecting an individual’s legal position, safety, finances, or livelihood.

7.2 Competition decisions; no professional advice

Output on line-calling, officiating, scoring, or judging is advisory and assists, not replaces, human decision-making. Final scoring, officiating, and competition decisions remain solely with the competition organizer, its officials, and the governing body under the rules of that competition. Owl is not responsible for any competition outcome, disqualification, protest, appeal, disciplinary action, wagering-related claim, or governing body ruling arising from reliance on Output. Output is not legal, medical, financial, coaching, or other professional advice.

7.3 Restrictions on using Output to train other models

You will not use Output, or permit anyone else to, to train, fine-tune, or benchmark any AI or machine learning model or to generate synthetic training data for one (restated in the AUP). This does not limit your use of Output in your own analytics, broadcast, coaching, or media work.

9.1 Billing Options

The billing option selected for your account on the Platform or in your Order (your “Billing Option”) applies to you. Owl may offer, though not every option to every user: (a) Subscription plans, billed to a payment method monthly or annually with automatic renewal (a “Subscription”); (b) prepaid credits, bought in advance as “Owl Intelligence Units” (“OIUs”) and consumed by processing; (c) invoiced accounts for Organization Customers; and (d) free trials and promotions. Fees are in U.S. dollars unless stated otherwise. By selecting a Billing Option, completing a purchase, or using a paid feature, you agree to pay the applicable fees. Sections 9.2 through 9.13 contain the detailed terms for each; a Customer Agreement’s fee terms control over them (Section 1.3). Prices and rates are set out in your Order. Subscriptions, card and other payment-method charges, auto-reload, and free trials are available only where Owl offers them, and the terms of this Section 9 that address them apply only if you purchase or use them.

9.2 Subscriptions; automatic renewal; cancellation

IF OWL OFFERS SUBSCRIPTIONS AND YOU PURCHASE ONE, YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. UNLESS YOU CANCEL BEFORE THE END OF YOUR CURRENT BILLING PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A SUCCESSIVE PERIOD OF THE SAME LENGTH (MONTHLY OR ANNUAL, AS YOU SELECTED), AND OWL WILL AUTOMATICALLY CHARGE YOUR PAYMENT METHOD THE THEN-CURRENT FEE FOR THE PLAN, PLUS TAXES, UNTIL YOU CANCEL. THE FEE AND BILLING PERIOD ARE SHOWN AT CHECKOUT BEFORE YOU CONFIRM. YOU CAN CANCEL AT ANY TIME IN YOUR ACCOUNT SETTINGS, AS THIS SECTION 9.2 DESCRIBES. Cancelling is as easy as signing up: you may cancel online in your account settings, without contacting Owl, calling a number, or sending a letter, and deleting your account also cancels your Subscription. Cancellation takes effect at the end of the current billing period; you keep paid features until then and are not charged for the next period. Sections 9.4 and 9.5 state the consent, confirmation, reminder, and price-change terms.

9.3 Prepaid credits; other billing terms

With prepaid credits, charges are based on processing actually performed, which may differ from the pre-operation estimate; indexing is automatic and cannot be turned off; Watches, custom processors, and Live Source recording run unattended and keep consuming OIUs until stopped; and processing cannot be cancelled once started. Individual Users are not charged beyond their balance except under an auto-reload setting they enable, where Owl offers one (Section 9.8). The same zero-balance hard stop applies to an Organization that buys prepaid credits and is not on an invoiced account; the negative-balance terms of Section 9.8 apply only to Organization Customers on invoiced accounts. Sections 9.9 through 9.13 govern invoiced accounts, payment methods, trials, taxes, billing disputes, and refunds, and Section 9.5 governs price changes. Except as required by law, stated in an Order, or provided in this Section 9, fees are non-cancelable and non-refundable.

9.4 Subscription charges; consent; confirmation

When you purchase a Subscription, you authorize Owl, directly or through its payment processor, to charge your payment method the Subscription fee, applicable taxes, and other charges you incur, at the start of the Subscription and of every renewal term, until you cancel. A Subscription gives you the features and usage allowances of the plan you select for each billing period. Owl keeps a record of your consent for at least three (3) years or any longer period the law requires. After you subscribe, Owl will email you an acknowledgment that includes the automatic renewal terms, the cancellation policy, and how to cancel, in a form you can retain.

9.5 Price and Rate Card changes; renewal reminders; plan allowances

Owl may change Subscription fees, plan features, the Rate Card, and other fees. A change to fees is a material change that takes effect for you as Section 22 provides, and Owl will notify you at least 30 days before the renewal on which a change to a Subscription takes effect (or before the effective date of any other change), by email to the account holder or Administrator and, where the Platform supports it, in the Platform. If you do not accept a change to your Subscription, you may cancel before that renewal under Section 9.2. A change does not apply to processing completed before it takes effect or, for Subscriptions, to the current billing period. Annual Subscriptions renew for a further year unless cancelled before the renewal date, and Owl will send you a reminder by email thirty (30) days before an annual Subscription renews, as applicable law requires. Usage above your plan allowance is paused until the next billing period, unless you have enabled overage, in which case it is charged in OIUs under Section 9.6; automatic indexing and unattended processing do not exceed your allowance unless you have enabled overage.

9.6 Prepaid credits (OIUs); Rate Card; Granted OIUs; expiration

Where the prepaid credit Billing Option applies, processing on the Platform is paid for with OIUs, which you buy in advance under an Order. A new Account or Organization starts with a balance of zero, except for any Granted OIUs added to it, and Owl adds purchased OIUs to the balance after Owl accepts the Order and, except for invoiced accounts, receives payment. The rates at which features consume OIUs are set out in your Order (the “Rate Card”). OIUs are a prepaid right to use the Services, not a deposit, stored value, or currency, and are not redeemable for cash or transferable except as these Terms state. Owl may add OIUs to an Account or Organization at no charge, including OIUs granted to participants in a beta or promotion (“Granted OIUs”); Granted OIUs have no cash value, are not refundable, cannot be transferred or redeemed for cash, do not expire while your Account or Organization remains active, are consumed before purchased OIUs, and may be revoked if obtained through fraud or abuse. Purchased OIUs do not expire while your Account or Organization remains active; where applicable law requires a longer period or an unclaimed-property process, that law applies.

9.7 How usage is charged; automatic indexing; unattended processing; work in progress

Before an operation starts, the Platform compares an estimate of its cost with your balance. The estimate is not the charge: the amount deducted is based on the processing actually performed, as measured by Owl and its Third-Party Providers, at the Rate Card rates, and may be higher or lower than the estimate. When a Video is uploaded, and as each part of a Live Source recording becomes available, the Platform automatically sends it for indexing; indexing consumes OIUs, happens without any Member requesting it, and cannot be turned off, the only limit on it is your OIU balance, and by uploading a Video or connecting a Live Source you authorize automatic indexing and the resulting charges. Some features consume OIUs without a Member present, including Watches, custom processors running on Live Sources, and the recording and automatic indexing of Live Sources; they continue to run and consume OIUs until stopped, the Live Source ends, or your balance is exhausted. Charges for a Watch are attributed in usage records to the Member who created the conversation in which the Watch was set up, and all charges are deducted from the Organization’s or Account’s balance, for which you are responsible. Once processing has started, it cannot be cancelled: stopping a response from the Agent, or leaving a conversation, does not stop work the Agent has already started, which continues to consume OIUs until it finishes. If an operation fails after processing has begun, you are charged for the processing completed before the failure, and a retried operation is charged as a new operation.

9.8 Balances; Individual User spending controls; Organization negative balances; monitoring

Individual Users. When your balance reaches zero, Owl will pause processing, and Owl will not charge you more than your balance except under an auto-reload setting, where Owl offers one, that you have chosen to enable and have consented to as recurring charges; auto-reload is available only where Owl offers it and only if you opt in. Organization Customers on invoiced accounts. Because charges are based on actual processing, and because operations that start at about the same time may each pass the balance check before any is charged, the balance of an Organization Customer on an invoiced account can fall below zero. Customer will pay any negative balance within thirty (30) days after Owl invoices it, and Owl may deduct it from Customer’s next purchase of OIUs or, where Customer has designated a payment method for OIU purchases, charge it to that payment method. This negative-balance provision does not apply to Individual Users. While a balance is zero or negative, Owl may pause or refuse processing, including automatic indexing, Watches, custom processors, and Live Source recording, and you are responsible for maintaining a sufficient balance for any live event you record or process through the Services.

9.9 Invoiced accounts

If Owl invoices an Organization Customer: (a) unless an Order states otherwise, Customer will pay each invoice within thirty (30) days of the invoice date; (b) if Customer fails to pay an undisputed amount when due, Owl may charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by law, whichever is less, and Customer will reimburse Owl’s reasonable costs of collection, including reasonable attorneys’ fees; (c) if any undisputed amount remains unpaid thirty (30) days after written notice of nonpayment, Owl may suspend Customer’s access to the Services until paid in full, in addition to its other remedies under Section 16; and (d) Customer will notify Owl in writing of any good-faith dispute of an invoiced amount within thirty (30) days of the invoice date, specifying the amount and basis of the dispute, the parties will cooperate in good faith to resolve it, and Customer will timely pay all amounts not subject to a good-faith dispute.

9.10 Payment methods

If you pay by card or another payment method, you will provide a valid payment method, keep it current, and authorize Owl and its payment processor to charge it for all amounts due under your Billing Option. Owl will charge only the payment method you designate for that Billing Option, and you remain responsible for any uncollected amounts. Payments are processed by a third-party payment processor; your use of the processor’s services is subject to the processor’s terms and privacy policy. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, Owl may retry the charge, suspend your access to paid features until a valid payment method is charged, and treat the amount as past due. Your card issuer may charge you fees, such as foreign transaction fees.

9.11 Free trials and promotions

Owl may offer free trials, promotional pricing, Granted OIUs, and other offers (“Promotions”). Eligibility is determined by Owl, and the limits and conditions of a Promotion are disclosed when you sign up for it or in other communications. Owl may revoke a Promotion and place an Account on hold if Owl determines the user is ineligible or has abused the Promotion. Unless the Promotion says otherwise, a free trial of a Subscription converts automatically to a paid Subscription at the end of the trial period unless you cancel before the trial ends; the conversion price, the date of the first charge, and how to cancel are shown to you before you start the trial, and Owl will email you a reminder seven (7) days before the first charge. Promotional credits and trial access have no cash value.

9.12 Taxes; billing disputes

Fees do not include taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes associated with your purchases, other than taxes based on Owl’s net income, and Owl will add applicable taxes to your charges where it is required to collect them. You must notify Owl in writing of any disputed charge within thirty (30) days after the charge appears in your usage records or on an invoice, by email to support@owl.ai; for invoiced accounts, Section 9.9(d) also applies. Owl’s usage records are conclusive absent manifest error. Owl will investigate disputes in good faith, and this Section 9.12 does not limit rights you have under applicable law or against your card issuer, including billing-error rights.

9.13 Refunds

Except as required by law, stated in an Order, or provided in this Section 9.13, fees are non-cancelable and non-refundable, and purchased OIUs are non-refundable. If Owl terminates your access for any reason other than your breach, or terminates under Section 16.2(c) (termination for convenience), Owl will refund the prepaid fees you paid for the period after termination, which for OIUs is the purchase price of unused purchased OIUs and for a Subscription is a pro rata refund of the unused part of the paid period. Closure of an Account for inactivity under Section 16.2 is a termination other than for your breach, and Owl will refund the purchase price of your unused purchased OIUs, subject to any applicable unclaimed-property law. If you decline a material change under Section 22 and your account winds down, Owl will refund the purchase price of your unused purchased OIUs and the prepaid Subscription fees for the period after the wind-down. Otherwise, on termination unused purchased OIUs and prepaid Subscription fees are forfeited, and all amounts owed, including any negative balance, become due. Granted OIUs are not refundable and are forfeited on any termination. At its discretion, Owl may provide credits or refunds in other circumstances, which does not entitle you to the same in the future. Nothing in this Section limits any refund right you have under applicable consumer protection law.

11.1 Providers; Subprocessor List

Owl uses third parties to host, operate, and provide the Services (“Third-Party Providers”); the Platform does not identify them. The list of Third-Party Providers that process Customer Content or Personal Data, with their roles and data processed, is published at owl.ai/subprocessors (the “Subprocessor List”). If you access the Services from outside the United States, you do so at your own risk and must comply with local law.

11.2 Adding or replacing providers

Owl may add or replace Third-Party Providers and will update the Subprocessor List at least thirty (30) days before a new provider begins processing Customer Content, except where an immediate change is needed for security, legal compliance, or continuity.

11.3 Responsibility; third-party terms

Owl remains responsible for its Third-Party Providers’ performance of Owl’s obligations under these Terms, subject to their limits, but not for third-party services you choose to connect or use or for linked third-party sites. Third-party services (including the identity provider, payment processor, and AI providers) are subject to their own terms. You must comply with the acceptable use and usage policies of Owl’s Third-Party Providers as they apply to the Services, including restrictions on using their model output to train models (Section 7.3), and Owl will tell you where a provider policy imposes a restriction that applies to you.

12.1 Videos

When you delete a Video, its stored files (including Live Source recordings) are removed from Owl’s active systems within thirty (30) days and from backups within ninety (90) days. Clips, exports, and saved moments containing footage are footage and are deleted when you delete them. Owl instructs our video-analysis provider and its other subcontractors and subprocessors to delete the index and embeddings for a Video, and all analysis data derived from it, when the Video is deleted.

12.2 Other inputs

Prompts, chat messages, Live Context, context you provide, transcripts, and other inputs (other than Videos and the logs in Section 12.3) are retained until you delete them (where deletion controls are available in the Services) or your Account or Organization is deleted, or sooner on request to privacy@owl.ai under Section 12.6. Saved or exported Output remains available until you delete it or your account is closed, and then follows Section 12.1 or 12.5.

12.3 Operational logs

Operational Logs record the inputs to and outputs from the product or platform including AI models for each Agent conversation turn and so contain Customer Content and are not Service Data (Section 5.9(a)). Owl retains them for up to ninety (90) days, seeks to limit access to personnel who need it to operate, secure, and troubleshoot the Services, and then deletes them. Section 12.4(b) does not apply to Operational Logs.

12.4 Exceptions

This Section 12 does not apply to, and Owl may retain: (a) trained or improved models, weights, parameters, training artifacts, and De-Identified Data (Section 5.4(d)), if they do not, alone or combined with information reasonably available to Owl, identify a specific individual, and no weight, parameter, or artifact constitutes or contains Biometric Data; (b) Usage Data, Service Data, Administrative Records, and billing and transaction records held in Owl’s financial systems; (c) information Owl must retain to comply with law or a legal hold, resolve a dispute, or enforce these Terms; (d) routine backup copies, overwritten in the ordinary course within the backup period and not restored to active use; and (e) data Third-Party Providers retain as long as necessary to provide their services to Owl, secure their systems, and prevent abuse, except as Section 12.1 states about our video-analysis provider’s index and embeddings.

Biometric Data, if any is collected, and all analysis data derived from a video are destroyed as Section 6 of the Privacy Notice provides: when the video is deleted, when the account or Organization is deleted, and in all events no later than three (3) years after creation. Destruction is permanent and means deletion from active systems and removal from backups on the timelines in Section 12.1, and from Third-Party Providers’ systems consistent with Owl’s agreements with them.

12.5 After termination or deletion

Owl will delete Customer Content and Output from active systems within thirty (30) days and from backups within ninety (90) days after these Terms terminate or your account or Organization is deleted, subject to Section 12.4. Download any clips and exports you want first. For Organization Customers with a Customer Agreement, deletion on termination is governed exclusively by that agreement.

12.6 Deletion by others; requests

You can delete Videos in the Platform and, where deletion controls are available in the Services, conversations; deletion by one Member of an Organization affects all, and Owl is not responsible for deletions by your Members. To request earlier deletion of other inputs, or deletion of your account or Organization, contact support@owl.ai or privacy@owl.ai from the account email address; Owl may require verification of identity and authority. Individuals whose Personal Data appears in Customer Content should contact the account holder or privacy@owl.ai, as the Privacy Notice describes.

13.1 Privacy Notice; Owl’s roles

You acknowledge the Privacy Notice, which describes how Owl handles Personal Data, by using the Services; it is not part of these Terms. Owl is the controller (or business) of Personal Data about Individual Users, Members, and visitors that it collects to provide, secure, and improve the Services and manage accounts and billing, and of the Personal Data in Customer Content submitted for personal, non-commercial use, to which no DPA applies. Anyone using the Services for business or organizational purposes can and should do so as an Organization (an organization may be a single person). Where Owl processes Personal Data in an Organization’s Customer Content on its behalf, the DPA is incorporated into these Terms automatically for that business use and applies to that processing. Owl’s roles for Organization Customers’ Customer Content, and the DPA, are further described in Section 25.4.

13.2 Lawful basis, notices, and consents

Customer Content may contain Personal Data of athletes, officials, coaches, spectators, and others with no relationship with Owl. You alone must have a lawful basis, give every notice, and obtain every consent, written release, and authorization that law, any collective bargaining agreement, and any participant agreement require, for you to submit that Personal Data (including where individuals can be identified, and under the Biometric Laws) and for Owl and its Third-Party Providers to process it as these Terms describe, including for the Training License. You will not submit Personal Data of individuals in a jurisdiction whose law requires a mechanism these Terms and the DPA do not provide, such as a cross-border transfer mechanism, without first agreeing that mechanism with Owl.

14.1 Owl’s safeguards; incident notice

Owl maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. Owl will notify an affected Organization Customer without undue delay, and within seventy-two (72) hours, after confirming unauthorized access to or disclosure of Customer Content in Owl’s systems (subject to law-enforcement limits), and an affected Individual User without unreasonable delay and as required by law.

14.2 Your responsibilities

You are responsible for securing accounts and credentials, your devices and encoders, Live Source connection details, and credentials in pull URLs, and for managing your Organization’s membership and access. Owl is not responsible for unauthorized access resulting from your failure to do so.

14.3 Confidentiality

Each party (the “Receiving Party”) will protect the other party’s (the “Disclosing Party’s”) non-public information that is designated confidential or reasonably should be understood to be confidential (including, for Owl, non-public information about the Services such as pricing, unreleased features, and beta performance, and for you, Customer Content that is not public) with at least reasonable care, and use it only to perform or exercise rights under these Terms. The Receiving Party may disclose it to its employees, advisors, contractors, and (for Owl) Third-Party Providers who need to know it and are bound by comparable obligations, and to the extent compelled by law (with prompt notice where permitted). Information that is public through no act of the Receiving Party, already known to it, rightfully received from a third party, or independently developed is excluded. These obligations continue for five (5) years after these Terms terminate (trade secrets, for as long as they remain trade secrets). Owl’s use of Customer Content is governed by Sections 5, 12, and 13 (the Training License is restricted only as Section 5.4(a) states). Section 25.3 states additional terms for Organization Customers.

15.1 Ownership; license to you

Owl and its licensors own the Services, including software, models, weights, the Agent, interfaces, documentation, and related intellectual property, and all improvements and derivatives, whether made by Owl or suggested by you; Owl’s ownership of data and Training License results is in Sections 5.4(c) and 5.9. Owl reserves all rights not expressly granted, and no license is granted for any other purpose. Subject to these Terms and payment of applicable fees, Owl grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services during the term for your internal personal or business purposes (for Organizations, through your Members).

15.2 Restrictions

Except as these Terms expressly permit, you will not, and will not permit anyone else to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, weights, or underlying models of the Services; (b) use the Services or information about them to train or improve any competing AI or analytics product; (c) scrape or extract data from the Services except through features Owl provides; (d) remove or alter proprietary notices; (e) disclose benchmark or comparative evaluation results without Owl’s prior written consent; (f) rent, lease, sell, sublicense, or otherwise commercially exploit the Services; or (g) take any action reasonably expected to harm or disrupt the Services or their security. You will promptly notify Owl of actual or suspected unauthorized use.

15.3 Trademarks; copyright

Owl’s names, logos, and marks are Owl’s property and may not be used without its prior written consent. You may not represent or imply that Owl, the Services, or your use of them is endorsed by or affiliated with any sports league, governing body, team, or broadcaster without that party’s written consent. Owl will not identify an Individual User as a customer, or use an Individual User’s name or logo, without consent, and will not claim that a league, team, or Rights Holder endorses the Services without its consent. Owl responds to notices of alleged copyright infringement, and terminates repeat infringers, as this Section 15.3 provides. For other claims, including claims by athletes, leagues, or other Rights Holders about content or biometric consent, contact legal@owl.ai.

Designated agent. Send notices of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) to Owl’s designated agent: Copyright Agent, Legal Department, Owl AI, Inc., 1500 N Grant St, Ste N, Denver, CO 80203; legal@owl.ai.

Notices. A notice must include: (a) a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf; (b) identification of the copyrighted work claimed to be infringed (or, if one notice covers multiple works on the Services, a representative list); (c) identification of the material claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient for Owl to locate it (for example, the Video or link); (d) your name, address, telephone number, and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act for the owner. Owl may remove or disable access to the material and will promptly take reasonable steps to notify the user who submitted it. A person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages under 17 U.S.C. § 512(f).

Counter-notices. If your content was removed or disabled and you believe this was a mistake or that you have authorization, you may send a counter-notice to the designated agent that includes: (a) your physical or electronic signature; (b) identification of the material removed and where it appeared before removal; (c) a statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification; and (d) your name, address, and telephone number, a statement that you consent to the jurisdiction of the federal court for the district where your address is located (or, if outside the United States, any district in which Owl may be found), and a statement that you will accept service of process from the person who submitted the notice. Owl will promptly send a copy of the counter-notice to the person who submitted the notice. Owl will restore the material, or cease disabling access to it, not less than 10 nor more than 14 business days after receiving the counter-notice, unless the complainant first notifies Owl that it has filed an action seeking a court order against the user.

Repeat infringers. Owl has adopted and reasonably implements a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers. Owl keeps a record of the valid notices and counter-notices it receives for each account and takes them into account in applying that policy. Termination under this paragraph is governed by Section 16.

16.1 Suspension

Owl may suspend all or part of the Services for an account or Organization, immediately where necessary, if Owl reasonably believes that: (a) you or a Member has violated Section 5.6, 5.7, 6, or 8, the AUP, or another material provision of these Terms; (b) your use poses a security risk to the Services or to others or creates liability for Owl or a Third-Party Provider; (c) amounts owed are overdue, a payment has failed, or your balance is negative; (d) a Rights Holder, regulator, or court has challenged your content or use; or (e) law requires it. Where practicable, Owl will notify you first, limit the suspension to what is reasonably necessary, and restore access promptly once resolved. Fees continue to accrue during a suspension caused by your breach or nonpayment.

16.2 Termination

You may terminate these Terms at any time by deleting your account or Organization in the Platform or by notice to support@owl.ai; deleting your account cancels any Subscription (Section 9.2). Owl may terminate these Terms or your access: (a) if you materially breach these Terms (including the AUP) and fail to cure within fifteen (15) days after notice; (b) immediately on notice if the breach cannot be cured, including a violation of Section 5.6 or 6 or the AUP, or if required by law or to prevent harm to Owl, its Third-Party Providers, or other users; or (c) for any reason on thirty (30) days’ notice. Owl may also, after notice to the account email, close inactive accounts; closure for inactivity is a termination other than for your breach. Termination or cancellation does not relieve you of the obligation to pay fees accrued or owed before it takes effect, subject to Section 16.3.

16.3 Effect of termination; survival

On termination, your access ends and all amounts owed, including any negative balance, become due. Unused OIUs and prepaid Subscription fees are forfeited or refunded as Section 9.13 provides, and termination gives no other refund. Customer Content is deleted as Section 12 describes. These survive: Sections 1, 2, 3.4, 5 (including, as Sections 5.3 and 5.4(d) provide, Owl’s rights in models, weights, parameters, and training artifacts already trained or created), 7.3, 9 (as to amounts owed), 11.3, 12, 13, 14.3, 15.1, 15.2, 17 through 21, 23, 24, 25.3, 25.5, and 25.6; and any other provision that by its nature should survive.

18.1 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OWL, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

18.2 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO OWL FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM AND (B) US $1,000. The enhanced cap for Owl’s IP indemnity is in Section 25.6.

18.3 Exceptions; basis of the bargain

Sections 18.1 and 18.2 do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 19.1, which are not capped, and, for Organization Customers only, Owl’s indemnification obligations under Section 25.5, subject to the cap in Section 25.6; (c) for Organization Customers only, breach of Section 5.6, 5.7, 6, or 8 or the AUP; (d) either party’s gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law. The parties agreed to these limitations in light of the fees charged and risks allocated; they apply regardless of the form of action, even if a limited remedy fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. In that case, Owl’s liability is limited to the fullest extent permitted by law.

19.1 Indemnification by you

1. (a)Organization Customers. An Organization Customer will defend Owl and its affiliates, officers, directors, employees, and agents (the “Owl Indemnitees”) against any third-party claim, including any claim, investigation, or proceeding by a governmental authority, and pay resulting damages, fines, penalties, settlements, and reasonable costs and attorneys’ fees, to the extent arising out of or relating to: (i) Customer Content, including claims by Rights Holders, athletes, officials, coaches, spectators, or the parents or guardians of minors, and claims that Customer Content or Owl’s permitted use of it infringes or violates any right or law, except to the extent caused by Owl; (ii) any claim that the Organization Customer’s collection or provision of Customer Content, or its authorization of Owl’s use of it, violates the Biometric Laws or any other privacy, biometric, or data protection law, or any required consent, authorization, or collective bargaining or participant agreement, except to the extent caused by Owl’s use of Customer Content in violation of these Terms; (iii) use of the Services or Output by the Organization Customer, its Members, or its end users, except to the extent caused by Owl; or (iv) its breach of these Terms (including the AUP) or of applicable law, except to the extent caused by Owl.
2. (b)Individual Users. An Individual User will defend and indemnify the Owl Indemnitees against any third-party claim to the extent caused by the Individual User’s breach of Section 5.6 or 6 or the AUP, excluding any claim arising from Owl’s own use of Customer Content (including under the Training License).

19.2 Indemnification by Owl; procedure

Owl’s indemnity for intellectual property claims is in Section 25.5, and applies to Organization Customers only. For any indemnity under these Terms, the indemnified party will promptly notify the indemnifying party of the claim (late notice relieves the indemnifying party only to the extent materially prejudiced), give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense, except that the indemnifying party bears the cost if it consents to separate representation, a conflict makes its counsel inappropriate, or it fails to assume the defense within a reasonable period. The indemnifying party will not, without the indemnified party’s prior written consent (not unreasonably withheld, conditioned, or delayed), settle any claim in a way that imposes any obligation or liability on the indemnified party other than money fully indemnified, admits its fault, or does not unconditionally release it. An Individual User’s indemnification obligations apply to the extent permitted by law.

21.1 Governing law; scope

These Terms and all disputes relating to them or the Services are governed by Colorado law, without regard to conflict-of-laws principles (subject to Section 21.11), and by the Federal Arbitration Act as to Sections 21.2 through 21.9 (the “Arbitration Agreement”). The Arbitration Agreement applies to Individual Users and to Organization Customers (and their Members) without a Customer Agreement who reside in the United States (for an organization, that are organized or have their principal place of business in the United States); it does not bind anyone else, including persons who do not reside in the United States, Site visitors without an account (Section 21.11), or Organization Customers with a Customer Agreement (Section 21.10). “Claim” means any dispute between you and Owl (or its affiliates, officers, directors, employees, agents, or Third-Party Providers, to the extent asserted against them in connection with the Services) arising out of or relating to these Terms, the Services, Output, the Privacy Notice, or our relationship, under any legal theory; for a dispute that arose before you accepted these Terms, only if you had notice of it then.

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT FOR THE MATTERS IN SECTION 21.4, IF YOU RESIDE IN THE UNITED STATES, YOU AND OWL AGREE TO RESOLVE ALL CLAIMS BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY OPT OUT WITHIN 30 DAYS UNDER SECTION 21.8.

21.2 Informal resolution; notice of dispute

Contact support@owl.ai first. Before starting an arbitration or court action, the claimant must send a written notice of dispute (“Notice”) and allow 30 days (Individual Users) or 60 days (Organization Customers) after receipt to resolve the Claim informally. Owl sends Notices to your account email (and mailing address, if held); you send them by email to legal@owl.ai with a copy to Owl AI, Inc., 1500 N Grant St, Ste N, Denver, CO 80203, Attn: Legal. A Notice must state the claimant’s name, account email, and account identifier; the nature and basis of the Claim; and the relief sought and how calculated. Limitations periods are tolled meanwhile, and a court may enjoin a non-compliant arbitration.

21.3 Arbitration; rules; forum; costs

Subject to Section 21.4, every Claim will be resolved exclusively by final, binding arbitration before a single neutral arbitrator, not in court, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules for Individual Users and its Commercial Arbitration Rules (and, where applicable, Procedures for Large, Complex Commercial Disputes) for others (adr.org; 1-800-778-7879). The arbitrator, not a court, decides scope, enforceability, and arbitrability, including formation and unconscionability, except that a court decides the matters in Section 21.5 to the extent it requires. The arbitrator may award the same individual relief as a court and must follow these Terms and applicable law; the award is final and enforceable in any court of competent jurisdiction. This Arbitration Agreement controls over conflicting AAA rules unless the arbitrator finds that applying it would not result in a fundamentally fair arbitration. The seat is Denver, Colorado; an Individual User may elect a hearing by video or telephone, or in person in the county of residence; any party may elect written submissions where the rules permit; and Organization Customer hearings are in Denver or by video as the arbitrator directs. Proceedings and awards are confidential, except to enforce an award, comply with law, or seek relief under Section 21.4.

AAA rules govern fees, except: (a) for an Individual User’s Claim under US$10,000, Owl pays all filing, administration, and arbitrator fees unless the arbitrator finds the Claim frivolous or brought for an improper purpose, in which case the AAA rules govern the allocation of fees and the arbitrator may order reimbursement; (b) for an Individual User’s other Claims, Owl pays the portion exceeding the cost of filing in court and, if you show arbitration costs would be prohibitive compared to litigation, as much as the arbitrator deems necessary; and (c) Organization Customers share AAA fees equally. Each party bears its own attorneys’ fees unless the arbitrator awards them to the prevailing party under law or the AAA rules, and Owl will not seek fees from an Individual User unless the arbitrator finds the Claim frivolous or brought for an improper purpose.

21.4 Exceptions

The Arbitration Agreement does not require arbitration of: (a) individual Claims that qualify for small claims court and are brought there (in Denver, Colorado, or where you reside); (b) a court action by either party for injunctive or other equitable relief against actual or threatened infringement of its intellectual property or unauthorized use or disclosure of its confidential information or Customer Content, or to protect the security of the Services, without waiving arbitration of other Claims; (c) a government agency’s enforcement action, or your right to report issues to agencies; (d) Claims that cannot be arbitrated as a matter of law; or (e) Owl’s action in court to collect unpaid fees from an Organization Customer.

21.5 Class and representative action waiver

YOU AND OWL EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF FOR THAT PARTY’S INDIVIDUAL CLAIM. NOTHING IN THIS SECTION WAIVES A CALIFORNIA RESIDENT’S RIGHT TO SEEK PUBLIC INJUNCTIVE RELIEF IN COURT; ANY SUCH CLAIM WILL BE LITIGATED IN COURT, NOT IN ARBITRATION, AND STAYED PENDING ARBITRATION OF ALL OTHER CLAIMS.

21.6 Jury trial waiver

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND OWL EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS SECTION 21.6 DOES NOT APPLY TO A CALIFORNIA RESIDENT’S CLAIM HEARD IN A CALIFORNIA STATE COURT.

21.7 Mass arbitration

Demands filed as part of a coordinated mass filing are administered under the AAA’s Mass Arbitration Supplementary Rules and fee schedule. Where this Section 21.7 applies, Owl’s fee commitments in Sections 21.3(a) and (b) are subject to the AAA’s Mass Arbitration fee schedule.

21.8 Opt-out; future changes

You may opt out of the Arbitration Agreement within 30 days after you first accept these Terms by emailing legal@owl.ai from your account address, subject line “Arbitration Opt-Out,” stating your name, account email, and that you opt out. The opt-out applies only to the person who submits it. If you opt out, neither you nor Owl may compel arbitration of any Claim between you and Owl, Sections 21.2 through 21.7 and 21.9 do not apply to you, Claims are brought in court under Section 21.11, the rest of these Terms continue to apply, and your use of the Services is unaffected. Your opt-out survives later updates to these Terms. If Owl later changes the Arbitration Agreement (other than the notice address), you may reject the change by written notice to legal@owl.ai within 30 days after Owl gives notice of it, and any Claim will then be arbitrated under the Arbitration Agreement as it read when you first accepted these Terms (or last accepted a change you did not reject); otherwise the change applies to Claims arising after it takes effect. A material change to the Arbitration Agreement reopens a 30-day opt-out window for that change, in which you may opt out of the Arbitration Agreement as changed in the manner described in this Section 21.8.

21.9 Severability

If a court or arbitrator finds any provision of the Arbitration Agreement other than Section 21.5 unenforceable, it is severed (or modified to the minimum extent necessary) and the rest remains in effect. If Section 21.5 is unenforceable as to any Claim or relief, then as to that Claim or relief only, the Arbitration Agreement is void and the Claim or relief will be decided in court under Section 21.11, stayed pending arbitration of all other Claims. This does not limit the public injunctive relief carve-out in Section 21.5.

21.10 Organization Customers with a Customer Agreement

For an Organization Customer with a Customer Agreement, its governing law, venue, and dispute provisions control; for Owl’s standard master services agreement these are Colorado law, senior-management escalation (a meeting within 15 business days after written notice, and 30 days after that meeting before formal proceedings), and the exclusive jurisdiction of the state and federal courts in Boulder County, Colorado. Sections 21.2 through 21.9 do not apply to that customer or its Members for disputes under the Customer Agreement. Disputes between Owl and a Member about the Member’s individual conduct under Section 1.1(c) are brought in the courts in Section 21.11, because Members are not parties to the Customer Agreement. Disputes the Customer Agreement does not address go to the courts it specifies or, if none, Section 21.11.

21.11 Courts for non-arbitrable claims

For any Claim not subject to arbitration (including because you opted out or do not reside in the United States), you and Owl consent to the exclusive jurisdiction and venue of the state and federal courts in Boulder County, Colorado, and Colorado law governs as the default. Nothing in these Terms deprives a consumer of protections that the mandatory law of the consumer’s home jurisdiction provides and that cannot be waived by agreement, including, where that law so requires, the right to bring a Claim in the courts of the consumer’s home jurisdiction.

23.1 Entire agreement; assignment

These Terms, with any Order, the Incorporated Documents, and any Customer Agreement, are the entire agreement between you and Owl regarding the Services and supersede prior agreements on that subject. The Privacy Notice is not part of these Terms. Terms in a purchase order, procurement portal, or vendor questionnaire do not apply, even if Owl accepts or signs it. You may not assign these Terms or your account without Owl’s prior written consent, and any attempt is void. Owl may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or the relevant business. These Terms bind and benefit permitted successors and assigns.

23.2 Notices

Owl may send notices by email to the account address (or to an Administrator), by posting in the Platform, or by mail to an address you have provided; email notice is given when sent. You consent to electronic notices, which satisfy any writing requirement. Send notices to Owl as Section 24 provides, and keep your email address current. Where these Terms say “in writing,” email satisfies the requirement. Notices under Section 21.2, and notices of breach or termination, must also comply with that Section where it applies.

23.3 Force majeure; relationship of the parties; waiver; severability

Neither party is liable for delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as internet or Third-Party Provider failures, natural disasters, war, labor disputes, or government action, if it gives prompt notice and uses commercially reasonable efforts to resume. The parties are independent contractors; these Terms create no partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries, except that Third-Party Providers may enforce the restrictions in Sections 7.3 and 11.3, Owl’s affiliates and Third-Party Providers may enforce Section 18.1, and the Owl Indemnitees may enforce Section 19.1. A waiver is effective only in writing, and a failure or delay in enforcing a provision is not a waiver. An invalid or unenforceable provision will be modified to the minimum extent necessary and the rest remains in effect, subject to Section 21.9. Headings are for convenience only. These Terms will not be construed against the drafter, and the English version controls over any translation.

23.4 California notice

Under California Civil Code § 1789.3, California users are entitled to this notice: the Services are provided by Owl AI, Inc., 1500 N Grant St, Ste N, Denver, CO 80203, support@owl.ai. For questions or complaints, contact Owl at that address. California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 (hearing-impaired: 711 or (800) 735-2929, TTY).

25.1 Application and precedence

This Section 25 applies automatically to every Organization Customer, whether or not it has signed a Customer Agreement, and to the Members who use the Services for it. It never applies to Individual Users. It binds each Organization Customer from the moment it accepts these Terms (and, after any Customer Agreement takes effect, to the extent the Customer Agreement does not expressly address the subject, as Section 1.3 provides), and it binds an individual Member only where a subsection below says so. Section 1.3 (Order of precedence) applies to this Section 25. As between this Section 25 and the rest of these Terms, this Section 25 controls for Organization Customers to the extent of any conflict; a Customer Agreement or an Order controls over this Section 25 only as Section 1.3 provides.

25.2 Administrators and Members

Members of an Organization can view Customer Content and Output within that Organization, including Live Source connection details such as ingest stream paths and pull URLs. Administrators control who belongs to the Organization, can add and remove Members, and may be able to see usage, billing, and Member activity. Customer should invite only individuals who are authorized to see that information. If a Member joins an Organization with the Member’s own email address, the Organization’s Administrators may view, and may remove, that Member’s access to the Organization’s content, and the Privacy Notice describes how information about the Member is shared with the Organization. Customer is responsible for each Member’s compliance with these Terms.

25.3 Mutual confidentiality

Section 14.3 applies to Organization Customers in full. In addition: (a) the Receiving Party is responsible for disclosures made by those to whom it discloses the Disclosing Party’s information under Section 14.3; (b) if the Receiving Party is compelled by law or a governmental authority to disclose that information, it will, to the extent permitted by law and commercially feasible, give the Disclosing Party prompt written notice, cooperate with its efforts to obtain a protective order, and disclose only the portion legally required; and (c) each party acknowledges that a breach of Section 14.3 may cause irreparable harm and that the Disclosing Party may seek equitable relief without posting a bond or proving actual damages, as Section 21.4 permits.

25.4 Data protection: Owl’s roles and the DPA

(a) Owl’s roles. For Personal Data in Customer Content that Owl processes on Customer’s behalf to provide the Services, Owl acts as a processor (or service provider) and Customer is the controller, to the extent the DPA says so. Owl’s use of Customer Content under the Training License, to create De-Identified Data, and for Owl’s own purposes under these Terms is not processing on Customer’s behalf. For those purposes Owl acts as an independent controller (or business), and Customer is responsible for its own notices to individuals about its disclosure of Customer Content to Owl.

(b) DPA. For Organization Customers (including anyone using the Services for business or organizational purposes, as Section 13.1 states), Owl’s Data Processing Addendum at owl.ai/dpa is incorporated into these Terms automatically and applies where Owl processes Personal Data in Customer Content on Customer’s behalf. If the DPA conflicts with these Terms or an Order about the processing of that Personal Data, the DPA controls, except that a Customer Agreement controls as Section 1.3 and Section 1.3(b) of the DPA provide; these Terms control the ownership of and Owl’s rights in the Services, Service Data, De-Identified Data, the results of the Training License, and the purposes for which Owl acts as an independent controller (DPA Sections 1.3(c) and 3.2). Owl’s use of Customer Content under the Training License is a purpose for which Owl acts as an independent controller, is disclosed in Section 3.2 and Annex 1 of the DPA, and is not restricted by Section 4.1 of the DPA.

(c) Lawful basis and notices. Section 13.2 applies to Customer in full. Customer is responsible for every notice and consent required for individuals whose Personal Data appears in Customer Content, including athletes, officials, coaches, and spectators.

25.5 Owl’s intellectual property indemnity

(a) Indemnity. Owl will defend Customer and its officers, directors, employees, and agents against any third-party claim to the extent it alleges that the Services, as provided by Owl and used in accordance with these Terms, infringe a valid and enforceable U.S. patent, copyright, trademark, or trade secret, and will pay the resulting damages and costs finally awarded, or agreed in settlement by Owl. (b) Exclusions. Subsection (a) does not apply to the extent a claim arises from: (i) designs, configurations, specifications, Customer Content, or instructions provided by Customer; (ii) modification of the Services by or for Customer; (iii) combination with other products or services where the Services would not by themselves infringe; (iv) Beta Features, free trials, or Third-Party Providers’ services that Owl does not control; or (v) use after Owl has told Customer to stop. (c) Remedies; exclusive remedy. If a claim is made or likely, Owl may modify the Services to avoid the infringement, obtain a license for continued use, or terminate the affected Services and refund prepaid fees for the period after termination. This Section 25.5 states Customer’s exclusive remedy for infringement claims. (d) Procedure. Section 19.2 governs notice, control of the defense, cooperation, and settlement for claims under this Section 25.5.

25.6 Liability tiers for Organization Customers

(a) Enhanced cap for Owl’s IP indemnity. FOR CLAIMS UNDER SECTION 25.5 (OWL’S IP INDEMNITY), OWL’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THREE (3) TIMES THE AMOUNTS PAID OR PAYABLE BY THE ORGANIZATION CUSTOMER TO OWL FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM AND US $1,000,000. (b) Other exceptions. The exceptions in Section 18.3 apply to Organization Customers as stated there, including its item (c), which applies to Organization Customers only.

25.7 Invoiced accounts and negative balances

Invoiced accounts, payment and late-payment terms, suspension for nonpayment, and invoice disputes are governed by Section 9.9. Negative balances, and Owl’s right to pause or refuse processing while a balance is zero or negative, are governed by Section 9.8, which applies to Organization Customers only. Section 16.1(c) (suspension for nonpayment or a negative balance) applies to this Section 25.7.

25.8 Publicity

Owl may identify an Organization Customer as a customer of the Services, including by use of its name and logo, on Owl’s website and in marketing, sales, and investor materials, unless the Organization Customer opts out by written notice to legal@owl.ai. Owl will not disclose the Organization Customer’s fees or other specific commercial terms. This Section 25.8 is subject to the publicity provisions of any Customer Agreement and to Section 15.3 (Trademarks). Owl will not claim that a league, team, or Rights Holder endorses the Services without its consent.

25.9 Customer Agreements and Member-level terms

(a) Members of Organization Customers with a Customer Agreement. These Terms continue to bind each Member individually as Section 1.1(c) states. A Member acting for an Organization Customer with a Customer Agreement does not personally grant the Training License. Disputes between Owl and a Member about the Member’s individual conduct are resolved as Section 21.10 provides, because Members are not parties to the Customer Agreement; disputes between Owl and the Organization Customer follow the Customer Agreement. (b) Feedback and security notices. Section 14.1 sets the seventy-two (72) hour incident notice that applies to Organization Customers. Feedback from Organization Customers with a Customer Agreement is governed by the Customer Agreement to the extent it expressly addresses Feedback (Sections 1.3 and 5.8).

25.10 Changes

Section 22 governs changes to this Section 25.