Game Mode — Organization Terms of Service

These Organization Terms of Service ("Terms") are an agreement between Adalou LLC, a Wyoming limited liability company doing business as Game Mode ("Game Mode," "we," "us"), and the youth sports organization that creates an account ("Organization," "you").

Individuals who use Game Mode as parents, guardians, coaches, staff, or other participants are covered by the Game Mode End User Terms, not by these Terms. Our Privacy Policy applies to everyone. The Data Processing Addendum ("DPA") and the SMS Terms are part of these Terms.

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

The Service is intended for organizations operating in the United States.

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1. Who can agree

You must be at least 18 years old and authorized to enter into contracts on behalf of your Organization. If you accept these Terms on behalf of an Organization, you represent that you have that authority, and "you" means the Organization.

2. What the Service is

The Service provides, or may provide depending on your plan, your settings, and feature availability, capabilities including: tryout management and evaluations, rosters and team assignment, registrations, scheduling, facility bookings, messaging, reporting, payment collection through Stripe, and AI-assisted drafting and follow-up.

Game Mode is a software provider. We are not a sports organization, a league, an employer of your staff, a payment processor, or a party to any agreement between you and the families you serve.

We may add, change, or remove features. If we remove a feature you rely on in a way that materially reduces the Service, and you tell us within 30 days, you may cancel and we will refund the unused portion of your current billing period.

Beta and preview features. Features labeled beta, preview, early access, or similar are provided for evaluation. They may change, be suspended, or be discontinued at any time, may be less reliable, and are excluded from any commitment in these Terms.

3. Accounts and staff access

You choose who on your staff has access and what role they hold. You are responsible for everything done through your Organization's accounts, including by staff and volunteers, and for keeping credentials secure. Tell us promptly if you believe an account has been compromised.

You are responsible for deciding whether the people you give access to are appropriate to work with minors, including any background checks your league, insurer, or state law requires. Game Mode does not screen or vet your staff.

4. Free trial

New Organizations get a 30-day free trial. A payment card is required to start it. You will not be charged during the trial. If you do not cancel before the trial ends, your subscription begins automatically at the plan you selected and your card is charged.

Some features are excluded during the trial, including text messaging. Text messaging also requires carrier registration, which takes time and is described in the SMS Terms.

5. Subscription fees and billing

Plans and price. Current plans and prices are shown at signup and in your Plan & Billing settings. Fees are in US dollars.

Billing cycle. Your subscription renews automatically at the end of each billing period — monthly or annually, depending on the plan you selected — on the same day your paid subscription began, using the card on file, until canceled.

Cancellation. You may cancel at any time from Plan & Billing or by emailing support@gamemodeapp.com. Cancellation takes effect at the end of your current paid period. You keep access until then, you are not charged again, and partial periods are not refunded.

Price changes. We may change prices with at least 30 days' notice by email to your Organization Admins. The new price applies at your next renewal after the notice period. If you don't want the new price, cancel before it takes effect.

Failed payments. If a payment fails, we will retry it and email your Organization Admins. If payment is not completed after our retries, we may suspend your access until it is. See Section 14.

Taxes. Fees exclude applicable taxes. If Game Mode is required by law to collect sales, use, excise, or similar taxes, those taxes will be added to the amount charged. You are responsible for other applicable taxes, other than taxes imposed on Game Mode's net income.

6. Payments from families, and our transaction fee

You are the merchant of record. Payments from families are processed as Stripe direct charges on your Organization's own connected Stripe account. Money goes to your account, your name appears on the family's statement, and you hold the relationship with the family.

Your Stripe agreement. You must accept and comply with Stripe's Connected Account Agreement. Stripe's terms govern its services. We are not responsible for Stripe's decisions about your account, including holds, reserves, account restrictions, or payout timing.

What you are responsible for. Refunds, chargebacks, disputes, pricing, sales tax on your programs, and what you tell families about what they are buying are all yours. If a dispute or chargeback happens, it is between you, the family, and Stripe.

Our transaction fee. Game Mode charges a per-transaction platform fee, disclosed in your Payments settings and on our pricing page, collected automatically through Stripe at the time of payment. Stripe's own processing fees are charged separately to your account.

Fees on refunds. If you refund a family, Game Mode's platform fee for that payment is not returned, and neither is Stripe's processing fee. Refunding a family costs your Organization those fees.

Fee changes. We may change the platform fee with at least 30 days' notice by email to your Organization Admins.

7. Organization Data

Definition. "Organization Data" means information you, your staff, or your families submit to or generate in the Service: participant records, rosters, evaluations, registrations, payment records, messages, documents, photos, and video.

Rights. As between Game Mode and Organization, Organization retains all rights and interests it has in Organization Data, subject to the privacy and other legal rights of the individuals to whom that data relates.

License to operate the Service. Organization grants Game Mode a non-exclusive license to host, copy, store, transmit, display, reformat, back up, process, and otherwise use Organization Data solely as necessary to provide, secure, support, and improve the Service in accordance with these Terms, the DPA, and the Privacy Policy.

Processing roles. Where Game Mode processes personal information on your behalf, it does so as your processor or service provider, subject to the DPA. Where Game Mode determines the purposes of processing — account administration, security, fraud prevention, subscription billing, support, legal compliance, and product telemetry — it acts as a controller, as described in the Privacy Policy.

Aggregated and deidentified information. We may create and use aggregated or deidentified information derived from use of the Service, provided it cannot reasonably be used to identify your Organization, your staff, any family, or any participant. We will not attempt to reidentify it.

We do not sell Organization Data, and we do not share it with other Organizations.

Your responsibilities. You are responsible for collecting information lawfully, including obtaining consent required from parents or guardians of minors, having the right to share it with us, and maintaining a privacy notice that accurately describes what you collect and how it is used.

Security. We use commercially reasonable measures to protect Organization Data, including encryption in transit, encryption at rest through our infrastructure providers, access controls, and tenant isolation. No system is perfectly secure. If we become aware of a breach affecting your Organization Data, we will notify you without undue delay, as described in the DPA.

Exporting. You can export your Organization Data at any time while your account is active.

8. Minors

The Service is used by adults — staff, coaches, and parents or guardians. Participants are typically minors, and information about them is entered by your Organization or by their parents and guardians.

You are responsible for obtaining any parental consent required by law, including under the Children's Online Privacy Protection Act (COPPA) where it applies, and for honoring parent requests to review or delete their child's information.

Game Mode will: process children's information only as instructed by your Organization and as permitted by applicable law; assist you with access and deletion requests; and not use identifiable children's information for advertising, unrelated profiling, or independent training of machine learning models.

If we later offer accounts for participants under 13, we will notify you in advance and provide the consent tools required before that feature is available to your Organization.

9. Messaging

You are responsible for having the consent required to email and text the people you contact through the Service, and for honoring opt-out requests, including under the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and carrier rules. Detailed obligations, registration requirements, and suspension rights are set out in the SMS Terms, which are part of these Terms.

10. AI features

The Service includes AI-assisted features, such as drafting messages, summarizing, answering questions about your Organization's information, and reading uploaded documents.

AI output can be wrong. It is a draft for a human to review, not a decision. You are responsible for reviewing anything AI produces before you send it, rely on it, or act on it. AI features must not be used as the sole basis for decisions about a participant's placement, safety, eligibility, or wellbeing.

AI features are provided through third-party providers listed in our Privacy Policy. Game Mode does not opt in to allowing its AI providers to use Organization Data to train their general-purpose models.

11. Acceptable use

You will not, and will not allow anyone to:

• use the Service in violation of any law, league rule, or third-party right;
• upload content that is unlawful, harassing, abusive, or harmful to a child;
• send messages without the consent required, or send unlawful or deceptive messages;
• access another Organization's data, probe or test our security, or interfere with the Service;
• copy, reverse engineer, or attempt to derive the source code of the Service;
• resell, sublicense, or provide the Service to a third party as a service of your own;
• scrape or bulk-extract data by automated means other than features we provide;
• misrepresent who you are or who you are authorized to act for.

12. Our intellectual property

Game Mode owns the Service, including its software, design, and content, and all related intellectual property. We grant you a non-exclusive, non-transferable right to use the Service during your subscription, for your Organization's own operations.

Feedback you give us about the Service may be used by us freely and without obligation.

You keep all rights in your Organization's name, logo, and brand. You allow us to display them within the Service for your own users. We will not use your name or logo publicly as a customer reference without your written permission.

13. Confidentiality

Definition. "Confidential Information" means nonpublic technical, financial, business, or operational information disclosed by one party to the other, whether or not marked confidential, that a reasonable person would understand to be confidential. Game Mode's Confidential Information includes the software, security practices, and non-public pricing. Your Confidential Information includes your internal business, financial, and operational information.

Obligations. Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, and advisors who need it and are bound by comparable obligations.

Exceptions. Confidential Information does not include information that is or becomes public without breach, was known without obligation before disclosure, is received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

Compelled disclosure. A party may disclose Confidential Information when required by law or legal process, giving the other party prompt notice where legally permitted so it may seek protection.

Survival. This section survives for three years after termination, and for trade secrets, for as long as they remain trade secrets.

14. Suspension and termination

You may cancel at any time, as described in Section 5.

We may suspend or terminate your access if you materially breach these Terms, if your payment remains unpaid after our retries, if required by law, or if your use poses a security or legal risk to us or others. Except where the risk requires immediate action, we will give you notice and a reasonable chance to fix the problem.

After termination. Your Organization Data remains available for export for 30 days after your subscription ends. Game Mode deletes Organization Data 90 days after termination, except copies retained temporarily in routine backups, which are deleted on our normal backup cycle, and records Game Mode is required by law to retain. Deletion is permanent and cannot be undone.

Deletion on request. You may request deletion of your Organization Data sooner, at any time, by emailing support@gamemodeapp.com from an Organization Admin address. We complete deletion within 30 days of the request.

Survival. Sections 5 (fees already incurred), 6, 7, 12, 13, 15, 16, 17, 18, and 20 survive termination.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not promise that the Service will be uninterrupted, error-free, or secure against every threat, or that it will meet your requirements. We do not guarantee the accuracy of AI output, evaluation data, reports, or any other content generated in or entered into the Service.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost registrations, or loss of goodwill, even if advised of the possibility.

Cap. Our total liability arising out of or relating to these Terms or the Service will not exceed the total subscription fees you paid us in the 12 months before the event giving rise to the claim.

Money paid by families is not ours. Payments made by families are collected into your Organization's own Stripe account, and you are the merchant of record. Amounts charged to, refunded to, disputed by, or owed to families are not amounts we owe you and do not count toward the cap above.

These limits apply regardless of the theory of liability and even if a remedy fails its essential purpose.

17. Indemnification

You will defend, indemnify, and hold harmless Game Mode and its owners, officers, and agents from any third-party claim, demand, or proceeding, and any resulting losses, damages, fines, and reasonable attorneys' fees, arising out of:

• your programs, events, teams, facilities, coaching, or supervision of participants;
• injury to any participant or other person at your activities;
• Organization Data, including how it was collected, used, or shared;
• messages sent from your Organization, including consent and opt-out compliance;
• your relationships and agreements with families, staff, leagues, and vendors;
• your breach of these Terms or of applicable law.

We will notify you of the claim, let you control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes obligations on us without our written consent.

18. Dispute resolution — please read carefully

Federal Arbitration Act. The Federal Arbitration Act governs the interpretation and enforcement of this Section 18.

Step 1 — informal resolution. If a dispute arises, the parties will try to resolve it informally. Either party may begin by emailing a written description of the dispute to the other (to support@gamemodeapp.com for us). The parties will work in good faith for 30 days before starting any formal proceeding.

Step 2 — optional mediation. If the dispute is not resolved during the 30-day period, either party may request mediation. If both parties agree to mediate, mediation will be administered by the American Arbitration Association ("AAA") under its applicable mediation procedures, with costs shared equally. If either party declines mediation, or if mediation does not resolve the dispute, either party may proceed to arbitration. Mediation is not a condition of arbitration.

Step 3 — binding arbitration. Any dispute not resolved under Steps 1 or 2 will be resolved by final and binding arbitration administered by the AAA under its Commercial Arbitration Rules, before a single arbitrator, seated in Sheridan County, Wyoming, with hearings conducted remotely by video where the arbitrator permits. Judgment on the award may be entered in any court of competent jurisdiction.

Jury trial waiver. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Class action waiver. Disputes will be brought only in an individual capacity. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

Governing law and venue. These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming.

19. Changes to these Terms

We may update these Terms. If a change is material, we will give at least 30 days' notice by email to your Organization Admins or by notice in the Service. Continuing to use the Service after the change takes effect means you accept the updated Terms. If you do not accept them, cancel before they take effect.

We keep a record of the version of these Terms each Organization accepted, and when.

20. General

Entire agreement. These Terms, together with the DPA, the SMS Terms, the Privacy Policy, and any written order or agreement we sign with you, are the entire agreement between us on this subject. A purchase order or other document from you does not add terms.

Assignment. You may not assign these Terms without our written consent, except to a successor by merger or sale of substantially all assets, with notice to us. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of our business.

No waiver; severability. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remains in effect.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of third-party services we depend on.

Notices. We send notices to the email addresses of your Organization Admins. You send notices to support@gamemodeapp.com.

Independent parties. Nothing here creates a partnership, joint venture, employment, or agency relationship.

21. Contact

Adalou LLC d/b/a Game Mode · support@gamemodeapp.com