Reeplayer Advertising Terms

Effective date: June 4, 2026. Version 1.0.

1. Acceptance. These Terms are a binding agreement between Reeplayer, Inc. ("Reeplayer") and the business on the Order ("you" or "Brand"). By checking the un-pre-checked "I agree" box (with these Terms shown by a conspicuous adjacent link) and completing payment, you accept and are bound; electronic acceptance equals a signature; the signer warrants authority to bind the business. "Consumer" means a buyer who is an individual acquiring the advertising primarily for personal, family, or household purposes, or who otherwise qualifies as a consumer under a consumer-protection law that applies to that buyer. A buyer purchasing for business or commercial purposes is not a Consumer.

2. The Order Controls the Specifics. The "Order" is the checkout package summary plus invoice, stating price, cameras, team(s), term, placements, and brand assets. These Terms set the rules; the Order sets the facts.

3. What You Are Buying. Advertising only. Your brand appears in the placements and quantity on the Order, on the cameras on the Order, for the term on the Order. You receive no camera, equipment, software, footage, or property, and no guaranteed outcome.

4. Reeplayer Owns Everything. Reeplayer owns all cameras, equipment, hardware, software, recordings, footage, content, and all related intellectual property. You get no ownership, license, lease, or possessory interest except the limited right to have your advertising appear.

5. Placements. "Placements" are advertising positions and formats, a category Reeplayer defines and may change or add to. A placement is not an endorsement by any player, family, team, coach, or individual, nor by Reeplayer. You will not imply that Reeplayer endorses you and will not use Reeplayer marks without consent.

6. Exclusivity. Per camera only: while your Order is active, that camera carries your brand and no competing advertiser in your placements on it. This is not category exclusivity and not geographic exclusivity. Reeplayer may sell any other camera to anyone, including competitors.

7. Provided As Is; Reeplayer Controls Delivery. The advertising is provided as is, and all warranties are disclaimed (merchantability, fitness for a particular purpose, and non-infringement). There is no guarantee of impressions, views, reach, or results, no guaranteed start, run, schedule, duration, or uptime, and no fixed delivery date. Reeplayer may move, pause, reschedule, substitute, or modify placements and is not liable for delay, interruption, change, or non-delivery. The buyer purchases an advertising service only and acquires no goods, products, or equipment from Reeplayer; nothing in these Terms is a written warranty or service contract on any consumer product. Any implied warranty that cannot lawfully be disclaimed is limited in duration to the term on the Order, to the extent the law allows. Consumer savings clause: where a law that applies to you does not allow these exclusions or limits, they apply only to the extent permitted, and nothing waives a non-waivable consumer-protection right.

8. Fees and Payment; No Refunds. Fees are on the Order. Payment is due in full at checkout as a single one-time charge for the term, unless the Order sets out a payment schedule that you affirmatively agree to at checkout, in which case payment is due in the amounts and on the dates in that schedule. Any such schedule is a fixed installment plan for the term only. There is no automatic renewal, no recurring charge, and no stored payment method used to charge you for any future term; any payment method kept on file is used only to collect the agreed installments for the current term, and there is no charge after the term ends. The purchase is non-cancelable and non-refundable once paid, and starting or completing a payment schedule does not change this. Consumer savings clause: this no-refund rule does not apply where a refund is required by a law that applies to you, and does not limit any non-waivable right a Consumer has to a refund, cancellation, or restitution under applicable consumer-protection law; where such a right applies, it controls to the extent the law requires.

9. Term and Renewal. The advertising runs for the term on the Order and then ends. There is no automatic renewal and no charge after the term ends. Advertising continues only if you affirmatively buy a new Order.

10. Your Brand Assets, Licenses, Feedback. You provide only your own brand assets. You warrant that you own them or have the rights to them, that they do not infringe or misappropriate any right and are not false, deceptive, defamatory, or unlawful and contain no malware, and that your use complies with law. You grant Reeplayer a non-exclusive, worldwide, royalty-free, sublicensable (to service providers) license to host, reproduce, adapt, display, distribute, and use the assets to create, run, and promote placements. The license lasts the term and survives after the term only as needed to retain and display footage already incorporating the assets, keep backups, and continue distributed copies; no new placements after the term. Feedback is usable freely. Reeplayer may use aggregated and de-identified performance and usage data. Reeplayer will not publicly name the brand without consent.

Your license to use engagement content. Reeplayer grants you a limited license to use content that features your brand, such as clips, stills, and footage showing your placements, solely to market and publicize your participation in the advertising. This license covers only content Reeplayer makes available to you or approves in writing for this use. You may not pull, copy, or use any footage Reeplayer has not released to you. Reeplayer controls what is released, because clearance for the people in the footage sits upstream with Reeplayer and the separate Team agreement, and you have no relationship with any team, family, or individual and cannot obtain those releases yourself. Reeplayer's act of making content available or approving its release confirms only that Reeplayer permits you to use that specific content within this license; it is not a representation that your particular marketing use is cleared against the name, image, likeness, publicity, or privacy rights of any individual appearing in it, and you use the content on your own responsibility. The license is non-exclusive, royalty-free, worldwide, and revocable by Reeplayer at any time, and it lasts for the term and a reasonable period after. You may let your agencies, contractors, and platforms use the content solely to carry out this marketing on your behalf, provided they are bound to these restrictions and you stay responsible for their use; you may not otherwise sublicense, sell, or transfer the content. If Reeplayer revokes this license or it ends, you will stop all new use of the content and, within a reasonable time, remove or stop displaying content still within your reasonable control; you need not recall copies already distributed that are outside your reasonable control. You will not imply that any player, family, team, coach, individual, or Reeplayer endorses you (consistent with Section 5), will not edit the content in a misleading way, and will follow any reasonable brand and usage guidelines Reeplayer sets. You will use the content only to show your participation in the advertising as a whole, and will not isolate, feature, or build marketing around any identifiable individual appearing in the footage, or use the content in any way that states or implies a specific individual personally uses, endorses, or is affiliated with your brand. This license does not let you use Reeplayer's name, logo, or other marks; any use of Reeplayer marks still requires Reeplayer's consent under Section 5. Reeplayer keeps all ownership under Section 4, and grants you no rights beyond this license. Reeplayer makes no representation or warranty about any third-party or individual right beyond the limited license it gives you here; for the avoidance of doubt, this license does not expand Reeplayer's indemnity, and Section 12 continues to exclude every right-of-publicity, name-image-likeness, likeness, or privacy claim of any individual appearing in footage. Nothing in this paragraph shifts onto these Terms, or onto Reeplayer, any consent, release, or clearance for any individual appearing in footage; that clearance remains solely under the separate Team agreement, and Reeplayer has no obligation under these Terms to obtain, verify, or expand any release for your marketing use. To the extent Reeplayer chooses to provide any release or clearance information, your permitted use is limited to its express scope. You are responsible for your own use and edits of the content. Your use of the content, and any edit, caption, or other material you add to it, is your advertising content for purposes of your indemnity in Section 11; this does not make the underlying footage your advertising content.

Engaging with public posts. Nothing in this Section limits your ordinary social-media engagement, such as liking, commenting on, or resharing through a platform's built-in tools, with content Reeplayer itself publishes publicly. Using content in your own marketing materials goes through the license above.

11. Your Indemnity to Reeplayer. You will defend, indemnify, and hold harmless Reeplayer and its officers, employees, and agents from third-party claims (and resulting losses, costs, and reasonable attorneys' fees) arising from your brand assets or advertising content (intellectual-property infringement or misappropriation, false, deceptive, or misleading content, or legal violations). This obligation is yours alone; Reeplayer's only indemnity to you is in Section 12.

12. Reeplayer's Limited Indemnity to You. Reeplayer will defend and indemnify you from third-party claims that an element Reeplayer created for your placements infringes their intellectual property. This is your sole and exclusive remedy for such claims. It excludes your brand assets, anything derived from them, and combinations with your or other materials, and it is capped at the fees you paid for the affected Order. For clarity, "an element Reeplayer created" does not include the underlying footage, recordings, venue, participants, or any person appearing in them; Reeplayer's indemnity under this Section covers only creative elements Reeplayer originates for your placement and never extends to right-of-publicity, likeness, name-image-likeness, or privacy claims of any individual appearing in footage.

13. Indemnification Procedure. The party seeking indemnity will give prompt notice (late notice reduces the obligation only to the extent of actual prejudice). The indemnifying party controls the defense and settlement, and the other party cooperates at the indemnifier's expense. No settlement may impose a non-monetary obligation on, or admit fault by, the other party without its consent.

14. Limitation of Liability. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill. Each party's total liability is capped at the fees you paid for the affected Order. This applies to all theories. Carve-outs (no cap): your Section 11 indemnity, your breach of Section 16, fees you owe, either party's fraud, gross negligence, or willful misconduct, any liability that cannot be limited by law, and any remedy a Consumer is entitled to under non-waivable consumer-protection law (including statutory damages, restitution, or attorneys' fees under the CLRA or UCL) to the extent it cannot lawfully be capped. Consumer savings clause: where a law that applies to you does not permit the foregoing exclusions or limits, they apply only to the maximum extent permitted, and nothing in this Section waives any non-waivable consumer-protection right.

15. Use of Proceeds. You pay only for advertising; the full Order price is consideration for advertising. Any benefit a team or its players may receive is determined solely by Reeplayer in its discretion out of Reeplayer's own general funds, is not promised, guaranteed, quantified, or tied to your Order, and may be zero. You acknowledge that no portion of your payment is earmarked, held, or designated for any team, player, or charitable purpose; that you are not told and Reeplayer does not represent that any specific amount or share of your payment will benefit any team, player, or charitable cause; and that your payment is the purchase price of advertising in full. Your payment is not a donation, a charitable contribution, a gift, or a solicitation for any charitable purpose, and you are not entitled to any charitable tax deduction for it. Reeplayer does not condition this advertising on, and does not represent in connection with this Order that the purchase will result in, any donation or contribution to any charitable organization or charitable purpose. Any general statements by Reeplayer about its mission or about benefits to youth sports describe Reeplayer's own activities and discretionary use of its revenue and are not a representation that any portion of your payment will be given to charity. This applies regardless of the tax-exempt or charitable status of any team, league, club, or organization that may receive a benefit. Where any recipient is a tax-exempt or charitable organization, any payment Reeplayer chooses to make to it is made from Reeplayer's own funds as Reeplayer's own activity, is not made by you, is not made on your behalf or as your agent, and does not make this Order a charitable sales promotion, a charitable sales transaction, or a commercial co-venture.

16. Confidentiality. Each party will keep the other's non-public information confidential, use it only to perform, and not disclose it. This does not apply to information that is public, already known, independently developed, or legally required to be disclosed.

17. General Terms. California governing law. Exclusive venue is the state and federal courts in Los Angeles County, subject to Section 18. Jury-trial waiver. Force majeure. No assignment by Brand without consent; Reeplayer may assign freely. Changes apply to future Orders only, and a placed-and-paid Order is governed by the accepted version (which Reeplayer retains). Entire agreement, with no reliance on any reach or results statement not in these Terms or the Order. Third-party beneficiaries are limited to the officers, employees, and agents in Section 11. Notices to Reeplayer by email to legal@reeplayer.com and notices to Brand by email to the address on its Order. Severability and waiver. Electronic acceptance replaces signature. Consumer savings (all Terms): wherever these Terms exclude or limit a warranty, remedy, refund, or liability, that exclusion or limit applies only to the extent a law that applies to you permits, and nothing in these Terms waives or limits any right of a Consumer that cannot be waived or limited under applicable consumer-protection law, including the Consumers Legal Remedies Act and the Unfair Competition Law. If any such term is unenforceable as to a Consumer, it is reformed to the minimum extent needed to comply and the remainder stays in effect.

18. Disputes; Binding Arbitration; Class Waiver.

18.1 Read this section. This section affects how disputes between you and Reeplayer are resolved. It requires most disputes to go to binding individual arbitration instead of court, and it waives class actions, class arbitrations, and jury trials. It contains a small-claims carve-out, a carve-out for public injunctive relief, and a 30-day right to opt out. Please read it carefully.

18.2 Covered disputes. "Dispute" means any claim, controversy, or disagreement between you and Reeplayer arising out of or relating to these Terms, the Order, the advertising, or the relationship between you and Reeplayer, whether based on contract, tort, statute, fraud, misrepresentation, or any other theory, and whether arising before, during, or after the term. This section is governed by the Federal Arbitration Act. It survives termination of these Terms and any Order.

18.3 Informal resolution first. Before starting an arbitration or a small-claims action, the party with the Dispute will send the other a written notice describing the Dispute and the relief sought. Send notice to Reeplayer at legal@reeplayer.com (or the notice address stated on your Order or in Section 17); Reeplayer will send notice to you at the email on your Order. The parties will try in good faith to resolve the Dispute for 60 days after the notice. This step does not suspend any deadline that applies by law, and either party may go to small-claims court during this period.

18.4 Binding individual arbitration. Except for the carve-outs in Section 18.5, you and Reeplayer agree that every Dispute will be resolved by binding arbitration on an individual basis, and not in court. The arbitration will be administered by JAMS under its applicable rules then in effect (for a Consumer, the JAMS Consumer Minimum Standards apply where they govern). If JAMS is unavailable, the parties will agree on another established administrator, or a court with jurisdiction under Section 18.11 will appoint one. The arbitration will be seated in Los Angeles County, California; a Consumer may instead elect to appear by phone or video, or to have an in-person hearing in the county of the Consumer's residence. The arbitrator may award any individual remedy that a court could award on an individual claim, and the award may be confirmed or enforced as set out in Section 18.11.

18.5 Carve-outs (what stays out of arbitration). Two kinds of matters are not subject to Section 18.4:

(a) Small claims. Either party may bring an individual claim in small-claims court if the claim qualifies and stays in that court and on an individual basis.

(b) Public injunctive relief. Either party may seek public injunctive relief (relief that primarily benefits the general public) in a court of competent jurisdiction. This carve-out exists because California law does not permit a pre-dispute agreement to waive the right to seek public injunctive relief in any forum. A claim for public injunctive relief proceeds in court under Section 18.11; if it is brought together with other claims, the other claims are sent to arbitration and the request for public injunctive relief is stayed in court until the arbitration ends.

Seeking relief under this Section 18.5 does not waive Section 18.4 for any other part of a Dispute.

18.6 Class and collective waiver. To the fullest extent permitted by law, each Dispute will be conducted only on an individual basis. You and Reeplayer each waive any right to bring or take part in a class action, collective action, mass action, private attorney general action for individualized relief, or any other representative proceeding, and the arbitrator may not consolidate or join the claims of more than one person and may not preside over any class or representative proceeding. This Section 18.6 does not limit the right to seek public injunctive relief under Section 18.5(b).

18.7 Delegation; who decides arbitrability. The arbitrator, not a court, decides all threshold questions about the application, enforceability, scope, interpretation, formation, or validity of this Section 18, and whether a Dispute is subject to arbitration. Two exceptions, both for a court and not the arbitrator: (a) a court decides any challenge to the class and collective waiver in Section 18.6 and any dispute about the carve-outs in Section 18.5; and (b) a court decides whether the consequence in Section 18.12 (severance or, if Section 18.6 is held entirely unenforceable, voiding of this Section 18) has been triggered. The delegation in this Section 18.7 is itself severable: if a court declines to enforce it, that ruling does not by itself make the rest of this Section 18 unenforceable, and the remainder is decided under Sections 18.11 and 18.12.

18.8 Coordinated arbitrations; batching and bellwether. If 25 or more arbitration demands of a similar nature are filed against Reeplayer by or with the help of the same lawyers or coordinated group within a 90-day window, the parties agree these demands will be administered in staged batches to control cost and avoid duplicative filing fees. The administrator (not the parties) will randomly group the demands into batches and randomly select the bellwether cases, no more than ten per batch, each before its own arbitrator. A bellwether award binds only the parties to that individual arbitration and has no preclusive or precedential effect on any other claimant. The remaining demands are stayed, and all of their filing deadlines and limitations periods are tolled, until the earlier of (a) conclusion of the bellwether arbitrations or (b) 180 days, after which any remaining claimant may elect to proceed with their individual arbitration immediately. Any claimant may also opt out of this batching process and proceed with their individual arbitration on the standard schedule by written notice to the administrator. After the bellwether results, the parties will mediate the remaining demands in good faith; any demand not resolved then proceeds individually under this section. Reeplayer's obligation to pay administrator and arbitrator fees for batched demands accrues only as each batch is activated under this section, and not for stayed demands until they are activated. A court under Section 18.11 may enforce this batching procedure. This Section 18.8 does not enlarge any party's substantive rights and applies only to the order and timing of proceedings.

18.9 30-day right to opt out. You may opt out of this Section 18 (arbitration and the class and collective waiver) without affecting the rest of the Terms. To opt out, send written notice within 30 days after you first accept these Terms to legal@reeplayer.com (or the notice address in Section 17), stating your name, the business on the Order, and a clear statement that you opt out of arbitration. A timely opt-out means disputes between you and Reeplayer proceed in the courts identified in Section 18.11, subject to the jury-trial waiver in Section 17. If you do not opt out within 30 days, you are bound by this Section 18. Opting out of a prior version does not opt you out of a version you later accept by placing a new Order.

18.10 Costs and fees. Each party pays its own attorneys' fees and costs except where a statute or these Terms provide otherwise; nothing here changes Section 14. Filing, administration, and arbitrator fees are governed by the administrator's rules, including any consumer fee schedule. For a Consumer, Reeplayer will pay all arbitration filing, administration, and arbitrator fees that exceed the cost of filing the same claim in court, as required by the administrator's consumer rules and applicable law. Reeplayer will not seek its own attorneys' fees or costs from a Consumer, except that the arbitrator may award fees against any party only where a statute independently authorizes a fee award and only on the standard that statute provides. The arbitrator may award fees and costs where a statute or these Terms allow.

18.11 Court matters; venue. For every matter that this section sends to or allows in court (small-claims actions under 18.5(a), public injunctive relief under 18.5(b), a challenge to the Section 18.6 waiver, enforcement of the Section 18.8 batching procedure, and any petition to compel arbitration or to confirm, correct, modify, vacate, or enforce an arbitration award), the exclusive venue is the state and federal courts in Los Angeles County, California, consistent with Section 17. The jury-trial waiver in Section 17 applies to any such court matter.

18.12 Severability and blow-up. If the class and collective waiver in Section 18.6 is held unenforceable as to a particular claim or remedy, then only that claim or remedy is severed from arbitration and proceeds in the courts under Section 18.11, and the rest of this Section 18 (including individual arbitration of all other claims) stays in force. If any other part of this Section 18 is held invalid, that part is severed and the remainder stays in force, except that if Section 18.6 as a whole is held entirely unenforceable, then this Section 18 is void in its entirety and disputes proceed in the courts under Section 18.11 (the jury-trial waiver in Section 17 still applies). The public-injunctive-relief carve-out in Section 18.5(b) is not severable from this section; it must be given effect.