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StatStak, Inc. DBA Baseline · Effective April 1, 2026
This Agreement (the “Agreement”) is between StatStak, Inc., doing business as Baseline (“we,” “us,” “our,” or “Baseline”), and you (“you,” “your,” or “user”), an individual or entity who accesses or uses the Baseline platform (the “Platform”). The Platform provides sports facility management services including, but not limited to, scheduling, payment processing, team management, athlete development, memberships, lessons, rentals, marketing tools, communications, and related services. By accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree, you may not access or use the Platform.
(a) “Business” or “Facility” means any organization, sports facility, training academy, or travel team that uses the Platform to manage its operations and offer services to End Users.
(b) “End User” means any individual who accesses the Platform to purchase, book, or use services offered by a Business.
(c) “Personal Data” means any information that identifies, relates to, describes, or could reasonably be linked to a particular individual.
(d) “Services” means all features, tools, and functionality provided through the Platform, including but not limited to scheduling, payment processing, team management, athlete development tools, marketing intelligence, communications, and any future features or functionality added to the Platform.
(e) “Merchant of Record” means the party that is identified as the seller in a payment transaction, maintains the merchant account with the payment processor, assumes liability for chargebacks and disputes, and is responsible for compliance with payment network rules and applicable consumer protection laws with respect to that transaction.
(f) “Platform Materials” means all software, code, algorithms, data models, machine learning models, user interfaces, screen layouts, page designs, workflows, business logic, APIs, documentation, databases, data structures, reports, analytics, proprietary methodologies, and all other technology, content, and materials comprising or relating to the Platform, whether or not visible to users.
(g) “Confidential Information” means any non-public information relating to the Platform, Platform Materials, Baseline’s business operations, pricing, technical architecture, product roadmap, customer data, or any other information that a reasonable person would understand to be confidential, whether or not marked as such.
(a) Baseline will process Personal Data of users and organizations only for the purposes of providing the Services and complying with applicable legal obligations.
(b) Personal Data collected and processed may include but is not limited to: name, contact information, payment information, booking history, and any information provided by the user during use of the Platform.
(c) Baseline will not disclose Personal Data to any third party except as required by law, as necessary to provide the Services (e.g., payment processing), or with the explicit consent of the user.
(d) Baseline may share or disclose aggregated, de-identified data to third parties for analytics, marketing, and other purposes permitted under applicable law. De-identification will be performed in accordance with applicable law, including the standards set forth in the California Consumer Privacy Act (Cal. Civ. Code § 1798.140(m)), such that the data cannot reasonably identify, relate to, describe, or be linked to any particular individual.
(e) Business Data Ownership. All data that a Business inputs into or generates through its use of the Platform (“Business Data”), including customer records, booking data, financial records, and operational data, remains the sole property of the Business. Baseline does not claim ownership of Business Data. By using the Platform, each Business grants Baseline a limited, non-exclusive license to use, process, and store Business Data solely for the purposes of: (i) providing and operating the Services; (ii) improving and developing the Platform; (iii) generating aggregated, de-identified analytics; and (iv) complying with applicable legal obligations. Upon termination of this Agreement, Baseline will make Business Data available for export for a reasonable period of not less than thirty (30) days, after which Baseline may delete Business Data in accordance with its data retention policies.
(a) Baseline implements reasonable technical and organizational measures designed to protect the security, integrity, and confidentiality of Personal Data processed through the Platform.
(b) In the event of a data breach affecting Personal Data, Baseline will take reasonable steps to promptly notify affected users and relevant authorities as required by applicable law.
(c) While Baseline takes commercially reasonable precautions, no method of electronic transmission or storage is completely secure. Baseline cannot guarantee absolute security of Personal Data.
(a) Users have the right to access, correct, delete, or restrict the processing of their Personal Data, subject to applicable law. Users may also request data portability where required by law.
(b) Users may exercise their rights by contacting Baseline at privacy@baselinepro.com.
(c) Users also have the right to lodge a complaint with the applicable regulatory or supervisory authority.
(d) Baseline may monitor, edit, disclose, and retain user content or communications if required by law or in a good faith belief that such action is reasonably necessary to comply with legal obligations, enforce this Agreement, respond to claims that any content violates third-party rights, or protect the rights, property, or safety of Baseline, its users, or the public.
(a) Baseline will retain Personal Data only for as long as necessary to provide the Services, fulfill the purposes for which it was collected, and comply with legal obligations.
(b) Personal Data will be deleted or de-identified once it is no longer necessary for the purposes for which it was collected, subject to any legal retention requirements.
(a) The Platform is not directed to children under 13 to use independently. Children under 13 may not create accounts on or independently use the Platform. Baseline does not knowingly collect Personal Data directly from children under 13.
(b) Businesses using the Platform may collect and input Personal Data relating to minors, including youth athletes, in connection with their operations. In such cases, the Business is solely responsible for: (i) obtaining any required parental or guardian consent; (ii) complying with applicable laws governing the collection of children’s data, including the Children’s Online Privacy Protection Act (“COPPA”); and (iii) ensuring that its use of the Platform with respect to minors’ data complies with all applicable legal requirements. Baseline disclaims all liability for a Business’s failure to comply with COPPA or other laws governing the collection of children’s data.
(c) Baseline limits its use of Personal Data relating to minors to the purposes of providing the Services to the applicable Business and does not use such information for advertising, profiling, or any purpose unrelated to delivering the Services.
(d) If Baseline becomes aware that Personal Data of a child under 13 has been collected through the Platform without appropriate consent, it will take prompt steps to delete such information. If you believe a child under 13 has provided Personal Data through the Platform without appropriate consent, please contact us at privacy@baselinepro.com.
(a) Baseline complies with applicable U.S. privacy laws, including the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), and other state privacy laws as applicable.
(b) California residents and residents of other states with applicable privacy laws may exercise their rights under those laws by contacting Baseline at privacy@baselinepro.com.
(c) Baseline will not discriminate against users who exercise their privacy rights.
(d) For Businesses that require a Data Processing Agreement (“DPA”) to comply with applicable data protection laws, Baseline will make a DPA available upon request. Requests may be directed to privacy@baselinepro.com.
(a) General Notification Preferences. Users may choose to receive system notifications from Baseline via email, SMS, or in-app notifications. Users may update their notification preferences in their profile settings. Baseline will use best efforts to respect users’ notification preferences; however, delivery of notifications cannot be guaranteed to any specific device or platform.
(b) SMS/Text Message Notifications. By providing your mobile phone number, you consent to receive SMS messages (which may be sent via automated technology) from or on behalf of StatStak, Inc. DBA Baseline for account notifications, service updates, and marketing purposes.
(c) Administrative Messages. Baseline reserves the right to send administrative or transactional messages necessary for Platform operation (e.g., service announcements, security alerts, account status updates) even if you have opted out of promotional messages.
(a) Businesses agree that their relationship with Baseline is on a business-to-business basis. The Business is the contracting party with Baseline.
(b) Each Business is the Merchant of Record for all transactions processed through the Platform on its behalf. The Business, not Baseline, maintains the merchant account with the applicable payment processor, is identified as the seller on End User payment statements, and assumes all obligations and liabilities associated with being the Merchant of Record, including compliance with payment network rules, consumer protection laws, and tax obligations.
(c) Businesses shall not make representations to End Users regarding consumer guarantees or rights with respect to the Platform. Businesses remain solely responsible for any consumer guarantees, warranties, or representations made to End Users.
(d) Except as specifically required by applicable law (including but not limited to the auto-renewal disclosure obligations in Section 14), Baseline makes no warranties or guarantees directly to End Users. Businesses shall indemnify and hold harmless Baseline from any claims made by End Users in connection with their use of the Platform.
(e) Dual Capacity. Baseline interacts with both Businesses and End Users through the Platform in different capacities. With respect to Businesses, Baseline acts solely as a technology service provider and facilitator. With respect to End Users, Baseline provides the technology platform through which End Users access services offered and controlled by Businesses. Baseline does not control the services, pricing, availability, quality, or policies established by Businesses, and is not the provider, seller, or guarantor of the underlying services purchased by End Users.
(f) Platform vs. Business Responsibilities. For the avoidance of doubt: (i) Baseline is responsible for providing and maintaining the Platform software, infrastructure, and technology; (ii) the Business is solely responsible for: the services it offers, pricing and fee structures, service delivery and quality, scheduling and staffing, refund and cancellation policies, customer service to End Users, and compliance with all laws applicable to its business operations. Baseline has no obligation to monitor, verify, or enforce the Business’s fulfillment of services to End Users.
(g) Business Pricing and Policies. Each Business is solely responsible for setting its own prices, fees, membership rates, lesson rates, rental rates, and any other charges for services offered through the Platform. Baseline does not set, approve, or control the pricing or policies of any Business. Any disputes between a Business and an End User regarding pricing, service quality, or policy enforcement shall be resolved between those parties without involvement of Baseline.
(a) Users acknowledge that Baseline may use their contact information to promote goods and services, subject to users’ notification preferences and applicable law.
(b) Users may opt out of promotional communications by updating notification preferences or following the opt-out mechanism in any promotional message.
(c) Baseline may target advertisements based on aggregated, de-identified data and Platform usage patterns.
(d) Revenues generated from advertising, upselling, and monetization activities are retained solely by Baseline. Users and Businesses agree they have no rights to or claims on such revenue.
(a) To access certain features of the Platform, you must create an account and provide accurate, current, and complete information. You agree to update your account information promptly to keep it accurate and current.
(b) You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree not to share your credentials with any third party.
(c) You are responsible for all activity that occurs under your account, whether or not authorized by you. You agree to notify Baseline immediately at support@baselinepro.com of any unauthorized use of your account or any other breach of security.
(d) Baseline will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
(e) Baseline reserves the right to suspend or terminate any account that it reasonably believes has been compromised, is being used in violation of this Agreement, or poses a security risk to the Platform or other users.
(a) Baseline provides technology that enables Businesses to accept and process payments from End Users through the Platform. Baseline facilitates the connection between Businesses and third-party payment processors but does not itself process, hold, store, or transmit cardholder funds at any point in the transaction lifecycle.
(b) Baseline is not the Merchant of Record for any transaction processed through the Platform. Each Business maintains its own merchant account with the applicable payment processor and is solely responsible for its merchant account relationship, including compliance with Payment Card Industry Data Security Standards (PCI DSS), payment network operating rules (including Visa, Mastercard, American Express, and Discover), and all applicable federal, state, and local laws governing payment transactions.
(c) Because each Business is the Merchant of Record, the Business’s name (not Baseline’s) will appear on End User payment statements and receipts. End Users with questions or disputes regarding a transaction should contact the applicable Business directly.
(d) Businesses are solely responsible for all charges processed on their behalf through the Platform, including any failed, fraudulent, disputed, or reversed charges. Baseline bears no liability for transaction failures, declined payments, or processing errors attributable to the Business’s merchant account, the third-party payment processor, or the End User’s payment method.
(e) If Baseline incurs any costs, liabilities, fines, penalties, or assessments from payment processors, payment networks, or regulatory authorities due to charges, disputes, or compliance failures attributable to a Business, the Business agrees to fully reimburse and indemnify Baseline for such amounts upon demand.
(f) Baseline reserves the right to suspend or terminate payment processing functionality for any Business that: (i) violates payment network rules or applicable law; (ii) has excessive chargeback or fraud rates; (iii) fails to maintain its merchant account in good standing; or (iv) engages in prohibited transaction types.
(g) Payment Failure Disclaimer. Baseline is not responsible for and disclaims all liability for: (i) failed, delayed, or declined transactions; (ii) delayed or withheld payouts by payment processors or financial institutions; (iii) payment processor outages, downtime, or system failures; (iv) bank holds, freezes, or restrictions on merchant accounts; (v) errors in transaction amounts caused by incorrect data entered by the Business or End User; or (vi) any loss of revenue, business interruption, or consequential damages arising from any of the foregoing.
(h) Offsets, Reserves, and Negative Balances. Baseline reserves the right to: (i) debit or offset amounts owed by a Business against future payouts, including for chargebacks, fees, fines, penalties, or other amounts due under this Agreement; (ii) place a temporary hold or reserve on a portion of a Business’s payouts to cover anticipated chargebacks, disputes, or compliance costs; and (iii) withhold payouts if Baseline reasonably determines that a Business’s account presents elevated risk of chargebacks, fraud, or regulatory non-compliance. Baseline will use reasonable efforts to notify the Business of any such action. If a Business’s account has a negative balance, the Business agrees to remit the outstanding amount to Baseline within ten (10) business days of demand.
(a) Because each Business is the Merchant of Record, all refunds and cancellations are governed by the policies of the respective Business providing the service. End Users seeking a refund should contact the applicable Business directly.
(b) Baseline is not responsible for issuing, approving, or denying refunds. Baseline’s role is limited to facilitating the technical processing of refund transactions as directed by the applicable Business through the Platform.
(c) Where permitted by applicable law and card network rules, a processing fee of up to 5% may be deducted from refund amounts to cover payment processing costs. This fee will be disclosed to the user at the time of the refund.
(a) Certain memberships, subscriptions, or payment plans offered through the Platform may include automatic renewal or recurring charges.
(b) Before enrolling in an auto-renewing membership or subscription, users will be presented with clear and conspicuous disclosure of: (i) the terms of the auto-renewal, (ii) the cancellation policy, (iii) the recurring charge amount, and (iv) the method for cancellation.
(c) Users may cancel auto-renewing memberships or subscriptions through the Platform or by contacting the applicable Business. Cancellation procedures will be at least as easy as the enrollment process.
(d) Baseline and Businesses will comply with applicable state auto-renewal laws, including but not limited to the requirements of Texas Business & Commerce Code Chapter 601 and California Business and Professions Code Sections 17600–17606.
(e) Confirmation of enrollment and renewal reminders will be provided to users as required by applicable law.
(a) Chargebacks and payment disputes are the responsibility of the applicable Business as the Merchant of Record. Baseline is not a party to the underlying transaction and is not liable for chargebacks or their resolution.
(b) Users agree not to dispute or initiate chargebacks on charges processed through the Platform except where the charge was unauthorized, where services were not rendered as described, or where otherwise permitted by applicable law or payment network rules. Users should first attempt to resolve disputes directly with the applicable Business before initiating a chargeback.
(c) In the event a chargeback or payment dispute results in costs, fees, penalties, or assessments being imposed on Baseline by a payment processor, payment network, or financial institution, the applicable Business agrees to reimburse and indemnify Baseline for the full amount of such costs upon demand. If the Business fails to reimburse Baseline, Baseline may seek recovery from the user to the extent permitted by applicable law.
(d) Improper, abusive, or bad-faith chargebacks—including chargebacks filed for services that were rendered as described, or filed without first attempting to resolve the dispute with the applicable Business—may result in immediate account suspension, termination of access to the Platform, and recovery of all associated costs, fees, and damages to the extent permitted by applicable law.
(e) Users on recurring payment plans are responsible for payments for the plan duration. Modifications must be submitted to the applicable Business. Baseline processes payments based on the original agreement as directed by the Business and is not responsible for changes to payment plans.
(a) You agree to use the Platform only for lawful purposes and in accordance with this Agreement. You shall not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform.
(b) Without limiting the foregoing, you agree not to:
(c) Baseline reserves the right to investigate and take appropriate action against any user who violates this Section, including removal of content, suspension or termination of access, and reporting to law enforcement authorities.
(a) You agree to indemnify, defend, and hold harmless Baseline, its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and fees (including reasonable attorneys’ fees) arising out of or related to:
(a) THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BASELINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(b) BASELINE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
(c) CERTAIN FEATURES OF THE PLATFORM MAY BE DESIGNATED AS “BETA,” “PREVIEW,” “EXPERIMENTAL,” OR SIMILAR DESIGNATIONS. SUCH FEATURES ARE PROVIDED FOR TESTING AND EVALUATION PURPOSES ONLY, MAY BE UNSTABLE, INCOMPLETE, OR CONTAIN ERRORS, AND ARE PROVIDED WITHOUT ANY WARRANTY, REPRESENTATION, OR COMMITMENT TO CONTINUED AVAILABILITY. BASELINE MAY MODIFY, SUSPEND, OR DISCONTINUE BETA FEATURES AT ANY TIME WITHOUT NOTICE OR LIABILITY. USE OF BETA FEATURES IS AT YOUR OWN RISK.
(d) UNLESS BASELINE HAS ENTERED INTO A SEPARATE WRITTEN SERVICE LEVEL AGREEMENT (“SLA”) WITH YOU, BASELINE DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME, AVAILABILITY, PERFORMANCE, OR RESPONSE TIME FOR THE PLATFORM. THE PLATFORM MAY EXPERIENCE PERIODS OF DOWNTIME FOR MAINTENANCE, UPDATES, OR CIRCUMSTANCES BEYOND BASELINE’S REASONABLE CONTROL. BASELINE SHALL NOT BE LIABLE FOR ANY LOSS OF REVENUE, DATA, OR BUSINESS ARISING FROM PLATFORM DOWNTIME OR PERFORMANCE ISSUES.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASELINE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASELINE’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY YOU TO BASELINE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED DOLLARS ($100).
(c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER BASELINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
(d) THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY ARISING FROM A USER’S BREACH OF SECTIONS 23 (INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS), 24 (CONFIDENTIALITY), OR 25 (RESTRICTED COMPETITIVE USE) OF THIS AGREEMENT, NOR TO A USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of law principles.
(b) Any dispute arising out of or related to this Agreement will be resolved through binding arbitration in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association.
(c) The arbitration shall be confidential, and neither party shall disclose details without the written consent of the other party.
(d) Each party will bear its own costs and expenses, including attorneys’ fees, in any arbitration proceeding.
(e) Notwithstanding the foregoing, either party may seek immediate injunctive or equitable relief as described in Section 31(i) of this Agreement, in any court of competent jurisdiction, without being required to first submit to arbitration.
(f) Small Claims Exception. Notwithstanding the arbitration requirement, either party may bring an individual action in small claims court if the claim falls within that court’s jurisdictional limits and the action remains in small claims court. If the action is transferred, removed, or appealed to a different court, the arbitration provisions of this Section shall apply.
(g) Arbitration Opt-Out. You may opt out of the arbitration and class action waiver provisions of this Agreement by sending written notice to legal@baselinepro.com within thirty (30) days of first accepting this Agreement. Your notice must include your name, address, account information, and a clear statement that you wish to opt out of the arbitration provisions. If you opt out, all other provisions of this Agreement remain in full force and effect, and any disputes will be resolved in the state and federal courts located in Nashville, Tennessee, which you consent to as the exclusive jurisdiction.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY ARBITRATION OR LEGAL CLAIM MUST BE PURSUED ON AN INDIVIDUAL BASIS. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST BASELINE.
(a) To the extent permitted by applicable law, any claim or cause of action related to this Agreement or use of the Platform must be filed within one (1) year after such claim arose, or it shall be permanently barred. This limitation does not apply to Baseline’s claims for intellectual property infringement or breach of confidentiality, which may be brought at any time within the applicable statute of limitations.
(a) Ownership. The Platform and all Platform Materials are the sole and exclusive property of Baseline and its licensors. All rights, title, and interest in and to the Platform Materials, including all intellectual property rights therein (patents, copyrights, trademarks, trade secrets, and any other proprietary rights), are and shall remain with Baseline. Nothing in this Agreement transfers any ownership of or rights in the Platform Materials to you. All rights not expressly granted herein are reserved by Baseline.
(b) Limited License. Subject to your compliance with this Agreement, Baseline grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose of managing or purchasing sports facility services. This license does not include the right to: (i) modify, adapt, translate, or create derivative works of the Platform or any Platform Materials; (ii) sublicense, lease, rent, loan, distribute, or otherwise transfer access to the Platform to any third party; or (iii) use the Platform for any purpose other than its intended use. This license is automatically revoked upon termination of this Agreement or your access to the Platform.
(c) Prohibited Conduct. You expressly agree that you shall not, and shall not permit, assist, or encourage any third party to, directly or indirectly:
(d) Artificial Intelligence and Automated Systems. Without limiting the generality of Section 23(c), you specifically acknowledge and agree that the Platform represents significant proprietary investment and that the rise of artificial intelligence, machine learning, and generative AI tools creates heightened risks of intellectual property theft and unauthorized replication. You agree that:
(e) Feedback. If you provide Baseline with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Platform (“Feedback”), you hereby assign to Baseline all right, title, and interest in such Feedback and agree that Baseline may use and incorporate such Feedback without restriction, attribution, or compensation to you.
(f) Trademarks. Baseline, the Baseline logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Baseline or its affiliates. You may not use such marks without the prior written permission of Baseline.
(g) Monitoring and Enforcement. Baseline reserves the right to monitor use of the Platform and to investigate suspected violations of this Section 23. Baseline may take any action it deems appropriate in response to violations, including immediate termination of access, pursuit of injunctive relief, and recovery of damages and attorneys’ fees.
(h) Survival of IP Obligations. The obligations in this Section 23 shall survive any termination or expiration of this Agreement. With respect to trade secrets, such obligations shall continue for as long as the information qualifies as a trade secret under applicable law. With respect to all other Platform Materials and intellectual property, such obligations shall continue for a period of five (5) years following termination, or for the duration of the applicable intellectual property right, whichever is longer.
(a) You acknowledge that through your use of the Platform, you may be exposed to Confidential Information of Baseline. You agree to hold all Confidential Information in strict confidence and not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of Baseline.
(b) You shall use Confidential Information solely for the purpose of using the Platform as permitted under this Agreement and for no other purpose, including competitive purposes.
(c) You shall take at least the same degree of care to protect Confidential Information as you use to protect your own confidential information, but in no event less than reasonable care.
(d) The obligations in this Section 24 do not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was known to you prior to disclosure by Baseline, as evidenced by written records; (iii) is independently developed by you without use of or reference to Confidential Information; or (iv) is disclosed pursuant to a court order or legal requirement, provided you give Baseline prompt written notice and cooperate in seeking a protective order.
(e) Upon termination of this Agreement or upon Baseline’s request, you shall promptly return or destroy all Confidential Information in your possession and certify such return or destruction in writing upon request.
(a) During the term of your use of the Platform and for a period of twelve (12) months following termination of your access, you shall not use any Confidential Information, trade secrets, or proprietary knowledge obtained through your use of the Platform to directly or indirectly develop, create, market, operate, or contribute to any software platform, application, or service that is substantially similar to or directly competitive with the Platform.
(b) For clarity, this restriction does not prevent you from: (i) using a competing platform as an end user in the ordinary course of your business; (ii) working in the sports technology industry generally; or (iii) developing software that does not incorporate, derive from, or rely upon Confidential Information or Platform Materials.
(c) You acknowledge that this restriction is reasonable in scope, duration, and geographic reach given the nature of the Platform and the Confidential Information to which you have access, and that it is necessary to protect Baseline’s legitimate business interests.
(d) If any court determines that this restriction is overbroad, you agree that the court shall reform the restriction to the maximum extent enforceable rather than invalidating it entirely.
(a) You are solely responsible for any content you create, transmit, or display on the Platform (“User Content”).
(b) By submitting User Content, you grant Baseline a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Platform and Baseline’s business. This license survives termination of this Agreement.
(c) You represent and warrant that you have all necessary rights to submit User Content and grant the license above.
(d) Baseline reserves the right to remove any User Content at any time, for any reason, without prior notice.
(a) The Platform may integrate with third-party services, including Google Calendar and Google Sheets APIs. By using these features, you agree to be bound by the applicable third-party terms of service.
(b) Baseline’s use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
(c) The Platform may contain links to third-party websites or services. Baseline does not endorse and is not responsible for the content, privacy policies, or practices of any third-party websites or services. You access third-party services at your own risk.
(a) Baseline reserves the right to modify this Agreement at any time by posting the updated Agreement on the Platform.
(b) For material changes, Baseline will provide at least thirty (30) days’ notice via email or prominent notice on the Platform before the changes take effect.
(c) Your continued use of the Platform after the effective date of changes constitutes acceptance. If you do not agree, you must discontinue use of the Platform before the changes take effect.
(a) Baseline may terminate or suspend your access to the Platform immediately, with or without notice, for any reason, including breach of this Agreement. Breaches of Sections 16, 23, 24, or 25 shall constitute grounds for immediate termination without cure period.
(b) Upon termination, your right to use the Platform will immediately cease. You must immediately cease all use of Platform Materials, delete or destroy all copies thereof, and return or destroy all Confidential Information as required by Section 24(e).
(c) All provisions that by their nature should survive termination shall survive, including without limitation Sections 1 (Definitions), 15 (Chargebacks), 17 (Indemnification), 18 (Disclaimer of Warranties), 19 (Limitation of Liability), 20 (Governing Law), 21 (Class Action Waiver), 22 (Limitation on Claims), 23 (Intellectual Property), 24 (Confidentiality), 25 (Restricted Competitive Use), 26 (User-Generated Content), and 31 (General Provisions).
(a) Neither party shall be liable for failure or delay in performing obligations caused by circumstances beyond reasonable control, including acts of God, war, terrorism, pandemics, civil unrest, labor disputes, government actions, or failure of telecommunications or utility services (“Force Majeure Event”).
(b) A party affected by a Force Majeure Event shall promptly notify the other party in writing of the nature and expected duration of the event, and shall use reasonable efforts to mitigate its effects.
(c) If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.
(a) Assignment. You may not assign or transfer your rights or obligations under this Agreement without prior written consent of Baseline. Baseline may assign its rights and obligations, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
(b) Severability. If any provision is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
(c) Waiver. No waiver of any provision shall be deemed a further or continuing waiver. Baseline’s failure to enforce any right or provision shall not constitute a waiver of such right or provision.
(d) Entire Agreement. This Agreement, together with any additional terms for particular Platform features and any applicable Data Processing Agreement, constitutes the entire agreement between you and Baseline regarding the Platform and supersedes all prior agreements and understandings.
(e) No Partnership. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Neither party has authority to bind the other.
(f) Headings. Section headings are for convenience only and do not affect interpretation.
(g) Language. This Agreement is drafted in English, which shall control in the event of any discrepancy with translated versions.
(h) Electronic Signatures. This Agreement may be accepted electronically, and electronic acceptance shall have the same force and effect as a handwritten signature.
(i) Equitable Relief. You acknowledge that any breach or threatened breach of Sections 23 (Intellectual Property and Proprietary Rights), 24 (Confidentiality), or 25 (Restricted Competitive Use) would cause irreparable harm to Baseline for which monetary damages would be an inadequate remedy. Accordingly, Baseline shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available in any court of competent jurisdiction, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages, posting any bond or other security, or exhausting arbitration procedures. This right to seek equitable relief is in addition to, and not in limitation of, any other rights or remedies Baseline may have under this Agreement or applicable law.
(j) Cumulative Remedies. All remedies available to Baseline under this Agreement are cumulative and in addition to any other remedies available at law, in equity, or under any other agreement.
(k) Cross-References. All cross-references to numbered sections in this Agreement refer to the sections as named in their parenthetical descriptions (e.g., “Section 23 (Intellectual Property and Proprietary Rights)”). In the event of any renumbering or reorganization of this Agreement, such references shall be construed to refer to the corresponding named section regardless of its numerical designation.
(a) Notices shall be in writing and deemed given when delivered personally, sent by certified mail, sent by overnight courier, or sent by email to:
Baseline (StatStak, Inc.)
5901 Crossings Blvd.
Antioch, TN 37013
Attn: Legal Department
Email: legal@baselinepro.com
(b) For general questions: support@baselinepro.com
(c) For privacy inquiries: privacy@baselinepro.com
(d) To report suspected intellectual property violations: legal@baselinepro.com
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