Terms of Service & User Agreement

Governing use of the ScratchWeight platform by coaches, teams, schools, athletes, and parents

Section 1. Agreement; Who May Use the Service

1.1 Binding Agreement. These Terms of Service and User Agreement (this “Agreement”) are a binding contract between ScratchWeight LLC, a Texas limited liability company (the “Company,” “we,” “us,” or “our”), and the person or entity that accesses or uses the Service (“you” or “User”). By creating an account, clicking a box or button indicating acceptance, executing an Order that references this Agreement, or accessing or using any part of the Service, you accept this Agreement and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

1.2 Acceptance on Behalf of a Team or School. If you accept this Agreement on behalf of a team, school, school district, club, or other organization, you represent and warrant that you have authority to bind that organization, and “you” includes that organization. A coach who registers a team associated with a School represents that the School has authorized, or has been made aware of and permits, the team's use of the Service.

1.3 Eligibility. Account holders must be at least eighteen (18) years old. Athlete Participants must be at least thirteen (13) years old and may interact with the Service only as described in Section 6. The Service is not directed to, and may not be used by, children under thirteen (13) years of age. We do not knowingly collect personal information from children under 13, and we will delete any such information promptly upon discovery, as described in the Privacy Policy.

1.4 Order of Precedence. If you or your School has executed a Student Data Privacy Agreement, district data-protection agreement, or other signed agreement with the Company (each, a “DPA”), the DPA controls over this Agreement to the extent of any conflict with respect to Student Data. An executed Order controls over this Agreement as to pricing and quantities. Otherwise, this Agreement controls over any policy or FAQ text.

Section 2. Definitions

The following capitalized terms have the meanings given below; other terms are defined in context.

“Athlete Participant” means a student-athlete, at least 13 years of age, whose information is entered into a Team roster by a Coach and who may record weigh-in entries or view information through the Service, including through Kiosk Mode, whether or not the athlete holds login credentials.

“Coach” means an adult coach, athletic trainer, athletic director, or other team or school staff member authorized by a Team Administrator or School to access the Service.

“Governing Body” means the interscholastic or amateur athletic authority whose rules govern a Team's competition, including without limitation the University Interscholastic League (“UIL”), the Oklahoma Secondary School Activities Association (“OSSAA”), the National Federation of State High School Associations (“NFHS”), and any similar association, together with any successor.

“Kiosk Mode” means the Service feature that locks a shared device for consecutive athlete weigh-in entries, with optional athlete PIN and coach PIN exit.

“Official System” means the official weight-management, certification, and results system or systems designated by the applicable Governing Body from time to time — as of the Effective Date, the National Wrestling Coaches Association (“NWCA”) Optimal Performance Calculator (“OPC”), accessed through Trackwrestling.com, a service of FloSports, Inc., for both the UIL and OSSAA programs — together with any successor or replacement system so designated, and the official paper records generated from them, including the Alpha Master form and official weigh-in sheets.

“Order” means an online purchase flow, order form, invoice, or purchase order accepted by the Company that identifies the plan, price, and term for paid features.

“School” means the school, school district, or club organization with which a Team is affiliated.

“Season License” means a paid license to use designated features of the Service for a defined term as described in Section 11.

“Service” means the ScratchWeight software-as-a-service platform, including the website at scratchweight.com, the web application, any mobile applications, Kiosk Mode, and related documentation and support.

“Team Administrator” means the User who creates or administers a Team within the Service, typically the head coach.

“Team Data” means data submitted to the Service by or on behalf of a Team, including rosters, athlete names, weigh-in entries, weight-certification values entered by Coaches (such as alpha weight, body-fat assessment results, minimum wrestling weight, and descent-plan dates), attendance records, lineups, and exports. Team Data that identifies a student and is maintained for a School is also “Student Data.”

“Effective Date” means the date you first accept this Agreement.

Section 3. The Service; License; Modifications

3.1 Description. The Service is a team-side convenience tool for wrestling programs. It supports daily weigh-in capture (including offline capture with later synchronization), attendance derived from weigh-ins, descent tracking against the parameters of the applicable Governing Body program as configured by the Coach, status flags, lineup planning, and CSV exports. Feature availability may vary by plan and platform.

3.2 License. Subject to this Agreement and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the term of your account or Season License to access and use the Service for your Team's internal, non-commercial athletic-program purposes. All rights not expressly granted are reserved.

3.3 Modifications to the Service. We may improve, modify, or discontinue features of the Service. If we materially reduce core functionality of a paid plan during a paid term, your exclusive remedy is a pro-rata refund of prepaid fees for the remainder of the term upon written request.

3.4 Rule-Set Configurations. The Service ships with configurable rule parameters intended to reflect published Governing Body programs (for example, hydration-test thresholds, minimum body-fat percentages, weekly descent limits, and growth-allowance dates). Governing Body rules change — including season-to-season changes such as the NFHS minimum female body-fat revision effective with the 2026-27 season — and published parameters may lag those changes. Rule-set configurations are provided for convenience only, are not warranted to be current, complete, or correct, and are always subject to Sections 4 and 5.

Section 4. The Official System Controls; No Affiliation

4.1 System of Record. Official minimum wrestling weights, weight-loss (descent) plans, certification dates, growth allowances, hydration and body-composition assessment results, eligibility determinations, and competition weigh-in records are established and maintained exclusively in the Official System by certified assessors, Governing Bodies, and school personnel under Governing Body rules. The Service does not create, alter, certify, or transmit official records, and nothing in the Service constitutes a certification, eligibility determination, or authorization to compete at any weight class.

4.2 Estimates Only. All calculations, projections, descent tracking, status flags, and lineup indicators generated by the Service are informational estimates derived from data entered by Users. They may be incomplete, out of date, or wrong, including because of data-entry errors, rule changes, synchronization delays, or software defects. You must verify all information against the Official System and the Team's official records — including the Alpha Master form and official weigh-in sheets — before relying on it for any certification, weigh-in, eligibility, lineup, or health-related decision.

4.3 No Automated Access to the Official System. The Service does not access, connect to, log into, scrape, or retrieve data from the Official System, Trackwrestling, the OPC, or any Governing Body system. All data in the Service is entered by Users. You must not provide, and we will never request, your Trackwrestling, OPC, NWCA, or Governing Body login credentials. Any purported integration that requests those credentials is unauthorized and fraudulent, and should be reported to us immediately.

4.4 No Affiliation; Third-Party Marks. ScratchWeight is an independent product of ScratchWeight LLC. The Company and the Service are not affiliated with, endorsed by, sponsored by, or approved by FloSports, Inc., Trackwrestling, the NWCA, the NFHS, the UIL, the OSSAA, or any Governing Body, school, or state agency. Trackwrestling and other third-party names and marks are the property of their respective owners and are used solely to identify the third-party systems with which coaches also work.

4.5 Governing Body Rules Control Conduct. Nothing in the Service or this Agreement modifies, replaces, or excuses compliance with the constitutions, contest rules, manuals, weight-management programs, or eligibility requirements of any Governing Body or School, all of which control your conduct at all times.

Section 5. Responsibilities of Coaches, Teams, and Schools

5.1 Accuracy Responsibility. Coaches, Teams, and Schools are solely responsible for (a) the accuracy, completeness, and currency of all Team Data entered into the Service; (b) reviewing and verifying Team Data against the Official System and official records before any use or reliance; and (c) all decisions made using the Service, including practice, weight-management, lineup, weigh-in, and eligibility decisions. The Company does not review Team Data for accuracy and has no obligation to detect errors.

5.2 Required Authorizations. The Team Administrator and each Coach represent and warrant that, before entering an athlete into a roster or permitting an athlete to use Kiosk Mode: (a) the School has authorized or permits the Team's use of the Service for legitimate team-administration purposes; (b) all notices and consents required by applicable law, School policy, or Governing Body rule — including parent or guardian notices and consents for athletes under 18 — have been provided and obtained and remain in effect; and (c) the Coach will promptly remove any athlete upon revocation of consent or School direction. Forms for this purpose are available from the Company, but obtaining consent is your responsibility.

5.3 Supervision. Coaches are responsible for supervising all athlete interaction with the Service, including Kiosk Mode weigh-ins, and for maintaining the confidentiality and appropriate use of team information visible on shared devices.

5.4 Compliance With Rules and Law. You will use the Service only in compliance with applicable law, School policy, and Governing Body rules, including weight-management, assessment, descent, and weigh-in rules and prohibitions on unhealthy weight-loss practices.

5.5 School Records. Where Team Data constitutes education records of a School under the Family Educational Rights and Privacy Act (“FERPA”) or analogous state law, the Company acts at the direction of the School as a school official with a legitimate educational interest, under the School's direct control with respect to those records, and uses them solely to provide the Service, as further described in the Privacy Policy and any DPA. Parents' requests to inspect, correct, or delete such records should be directed to the School; we will support the School's response.

Section 6. Athlete Access; Age Requirements; Parents and Guardians

6.1 How Athletes Use the Service. Athlete Participants interact with the Service in a limited, coach-controlled manner: recording a weigh-in entry (tapping their name and entering a weight, optionally with a PIN) and viewing information the Coach makes visible. Athlete Participants do not create independent accounts, do not build public profiles, and cannot message other users through the Service.

6.2 Minimum Age; No Under-13 Users. No person under 13 may use the Service in any manner, and Coaches must not enter rosters for programs whose participants include children under 13. If we learn that personal information of a child under 13 has been entered, we will delete it promptly and may suspend the associated Team pending confirmation of compliance.

6.3 Data Minimization for Athletes. The Service is designed to operate without collecting athlete dates of birth, Social Security numbers, home addresses, or medical records, and Coaches must not enter such information (including in free-text fields). The Company may remove prohibited data without notice.

6.4 Parents and Guardians. A parent or guardian of an Athlete Participant may, at any time: (a) review the athlete's information held in the Service, (b) request correction or deletion, and (c) revoke consent to further participation, in each case through the School or Coach, or directly through us at [email protected] (we will coordinate with the School where records belong to the School). Revocation ends future collection but does not undo lawful prior use.

6.5 App-Store Age Signals. Where an app-store platform provides age-category or parental-consent signals required by applicable law (including the Texas App Store Accountability Act), the Service will honor those signals, and features may be limited for users the platform identifies as minors pending any required consent.

Section 7. Health and Safety; No Medical Advice

7.1 Safe-Participation Rules Control. Governing Body weight-management programs exist to protect athlete health. Rapid weight loss and dehydration are dangerous and can be fatal. Users must follow the applicable Governing Body program — including hydration standards, minimum body-fat thresholds, and maximum weekly descent limits — and the guidance of licensed physicians, athletic trainers, and certified assessors, which always overrides anything displayed in the Service.

7.2 Prohibited Guidance. You will not use the Service to direct, encourage, or pressure any athlete to engage in prohibited or unhealthy weight-loss practices, including practices prohibited by NFHS or Governing Body rules (such as use of sweat boxes, impermeable suits, diuretics, or self-induced dehydration). The Company may suspend Users who, in its reasonable judgment, use the Service in a manner that endangers athletes.

7.3 Individual Health Concerns. Coaches and parents should direct any concern about an athlete's weight, hydration, eating behaviors, or health to a licensed physician or athletic trainer. If an athlete exhibits signs of a medical emergency, call 911. Resources on disordered eating are available from the National Alliance for Eating Disorders.

7.4 Assumption of Program Risk. You acknowledge that wrestling and weight management involve inherent risks managed by Schools, Governing Bodies, and medical professionals — not by the Company — and that the Company has no ability to observe athletes, verify entries, or intervene.

Section 8. Accounts, Credentials, and Security

8.1 Account Information. You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials and coach PINs. Notify us immediately at [email protected] of any suspected unauthorized access.

8.2 Shared Devices. Kiosk Mode is designed for shared devices under coach supervision. You are responsible for device-level security (passcodes, physical control) of devices used with the Service.

8.3 Our Security Program. We maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the size of our business and the sensitivity of Team Data, as described in the Privacy Policy. No system is perfectly secure, and we cannot guarantee against all unauthorized access.

Section 9. Acceptable Use

9.1 Prohibited Conduct. You will not, and will not permit anyone to: (a) use the Service except for legitimate team-administration purposes; (b) resell, sublicense, rent, or provide the Service to third parties, or use it to operate a service bureau; (c) copy, modify, translate, or create derivative works of the Service; (d) reverse engineer, decompile, or attempt to extract source code, except to the extent a restriction is prohibited by law; (e) probe, scan, or test the vulnerability of the Service, bypass authentication, or access data of another Team; (f) use robots, spiders, scrapers, or automated means to access the Service, or harvest data from it, including for training artificial-intelligence models; (g) upload malicious code or interfere with the Service's operation; (h) enter data about any individual without authority to do so, or enter prohibited categories of data described in Section 6.3; (i) misrepresent affiliation with any School or Governing Body; or (j) use the Service in violation of law, School policy, or Governing Body rule.

9.2 Enforcement. We may investigate suspected violations and may remove data, suspend, or terminate access as described in Section 15. We may report conduct implicating athlete safety to the School and, where required, to authorities.

Section 10. Team Data; Ownership; Privacy; No Sale of Personal Information

10.1 Your Data Is Yours. As between the parties, all Team Data is and remains the property of the School or Team that supplied it (or of the individuals to whom it pertains, as applicable). The Company claims no ownership of Team Data. You grant the Company a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and create backups of Team Data solely to provide, secure, support, and improve the Service and as otherwise permitted by the Privacy Policy and any DPA.

10.2 De-Identified and Aggregate Data. The Company may create and use de-identified or aggregated data that does not identify any individual, Team, or School — for example, to improve descent-projection accuracy or publish product benchmarks — provided the Company will not attempt to re-identify such data and will not use Student Data to target advertising to students or their families.

10.3 No Sale of Personal Information. THE COMPANY DOES NOT AND WILL NOT SELL, RENT, TRADE, OR LICENSE PERSONAL INFORMATION OF ANY USER OR ATHLETE PARTICIPANT TO THIRD PARTIES, AND DOES NOT AND WILL NOT USE OR DISCLOSE STUDENT DATA FOR TARGETED ADVERTISING OR MARKETING PROFILES. The sole exception is a Change-of-Control Transaction under Section 10.4.

10.4 Change of Control With Notice. If the Company sells, merges, or transfers all or substantially all of its business or assets to a successor (a “Change-of-Control Transaction”), personal information and Team Data may be transferred to the successor solely as part of that transaction, provided that: (a) the successor assumes and agrees in writing to be bound by this Agreement, the Privacy Policy, and any applicable DPA with respect to transferred data, or affords protections at least as restrictive; (b) the Company gives notice to the email address associated with each account, and by prominent in-Service notice, at least thirty (30) days before personal information becomes subject to the successor's control, where lawfully permitted; and (c) Schools and Users retain the rights to export and to request deletion described in this Agreement and the Privacy Policy.

10.5 Privacy Policy. Our collection, use, disclosure, retention, and protection of personal information are described in the Privacy Policy at scratchweight.com/privacy, which is part of this Agreement. In the event of a conflict concerning Student Data, an executed DPA controls, then the Privacy Policy, then this Agreement.

10.6 Legal Process. We may disclose Team Data if required by law, subpoena, or court order; where a School is the data owner we will, unless legally prohibited, give the School prompt notice and reasonable cooperation so it may seek protective treatment.

Section 11. Fees, Billing, Renewal, Cancellation, and Taxes

11.1 Current Free Period. As of the Effective Date of these Terms, the core Service is offered free of charge during an introductory onboarding period. Free access is provided AS IS, may be feature-limited, and may be modified or ended as provided in Section 14.

11.2 Introduction of Paid Plans. We may introduce paid plans, including Season Licenses and subscriptions. WE WILL NEVER CONVERT A FREE ACCOUNT INTO A PAID ACCOUNT WITHOUT YOUR AFFIRMATIVE PURCHASE. Before any charge, we will clearly and conspicuously disclose the price, billing frequency, term, automatic-renewal terms (if any), any trial-conversion terms and the deadline to avoid a charge, and how to cancel, and we will obtain your express, separate consent to any automatic renewal before collecting payment credentials, consistent with the Restore Online Shoppers' Confidence Act and applicable state automatic-renewal laws.

11.3 Season Licenses and Renewal. Unless an Order states otherwise, a Season License runs for twelve (12) months from purchase, covers one Team program as described at purchase, and renews automatically for successive twelve-month terms at the then-current price unless cancelled before renewal. For any automatically renewing annual term, we will send a renewal reminder to the account email at least fifteen (15) and not more than forty-five (45) days before the renewal charge, identifying the amount, date, and cancellation method.

11.4 Cancellation. You may cancel autorenewal at any time through in-account self-service controls that are at least as easy to use as the signup flow (or by emailing [email protected]), with effect at the end of the then-current paid term. Cancellation does not retroactively refund the current term except as stated in Section 11.5.

11.5 Refunds. First-time purchasers may cancel within fourteen (14) days of first purchase for a full refund. Otherwise, fees are non-refundable except: (a) pro-rata refunds under Section 3.3; (b) refunds required by law; and (c) refunds we grant in our discretion. School purchases made by purchase order are refundable per the Order's terms.

11.6 School Purchasing. We accept school and booster-club purchasing conventions, including purchase orders, invoicing, and ACH or check payment. Invoiced amounts are due within thirty (30) days of invoice unless the Order states otherwise. We will provide W-9s, sole-source letters, and vendor forms on request. Purchase orders never renew automatically; renewal requires a new Order.

11.7 Taxes. Prices exclude taxes. Where required, we collect sales tax — including Texas sales tax on the taxable portion of data-processing services — unless you provide a valid exemption certificate (for Texas public schools, Form 01-339 or equivalent). You are responsible for taxes other than our income taxes.

11.8 Price Changes; Nonpayment. Price changes take effect only at the next renewal and only after advance notice as described in Section 11.3. We may suspend paid features for amounts more than thirty (30) days past due, after notice and a ten (10) business-day cure period; we will not delete Team Data solely for nonpayment during the sixty (60) days following suspension.

Section 12. Communications; Text-Message and Email Consent

12.1 Service Communications. We may send administrative and transactional communications (weigh-in alerts, roster invitations, security notices, receipts, renewal reminders) by in-app notification, push notification, and email. You can control push notifications in your device settings.

12.2 Text Messages. If you provide a mobile number and opt in, we may send informational, non-marketing text alerts related to your Team (for example, descent-status or weigh-in reminders). Message frequency varies; message and data rates may apply. Consent is not a condition of purchase. Reply STOP to cancel (we also honor QUIT, END, REVOKE, OPT OUT, CANCEL, and UNSUBSCRIBE) and HELP for help; opt-outs are honored within ten (10) business days. We send texts only between 8:00 a.m. and 9:00 p.m. in the recipient's local time zone. We will not send marketing texts without separate prior express written consent, and we do not send marketing texts to Athlete Participants.

12.3 Email. Commercial email, if any, complies with the CAN-SPAM Act, identifies us, includes our physical mailing address, and contains a working unsubscribe mechanism honored within ten (10) business days. Transactional Service emails are sent regardless of marketing preferences.

Section 13. Intellectual Property; Feedback

13.1 Company IP. The Service — including software, design, text, graphics, rule-set configurations, and the SCRATCHWEIGHT name and marks — is owned by the Company or its licensors and is protected by intellectual-property laws. Except for the license in Section 3.2, no rights are granted.

13.2 Feedback. If you submit suggestions or feedback, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation. Feedback never includes Team Data.

13.3 Copyright Complaints. Notices of claimed copyright infringement may be sent to [email protected] and will be handled consistent with 17 U.S.C. § 512.

Section 14. Beta and Free Services

14.1 Beta Features. Features identified as beta, preview, pilot, or early access, and all free-of-charge use, are provided AS IS, may contain defects, may change or end at any time, and are excluded from any service commitments. We will provide at least thirty (30) days' notice before ending general free access to core weigh-in features during an active wrestling season, and will provide a data-export window under Section 15.4 in all cases.

Section 15. Term, Suspension, and Termination; Data Export

15.1 Term. This Agreement applies from your first acceptance until your account is closed and all paid terms have ended or expired.

15.2 Your Right to Close. You may stop using the Service and close your account at any time in-app or by written notice. A School may direct deletion of its Student Data as described in the Privacy Policy or its DPA.

15.3 Suspension and Termination by the Company. We may suspend or terminate access, with notice where practicable: (a) for material breach not cured within ten (10) business days of notice (no cure period for violations of Sections 6.2, 7.2, or 9.1 or threats to Service security); (b) as provided in Section 11.8; (c) if required by law or by a School's direction as to its data; or (d) upon discontinuation of the Service, in which case any prepaid unused fees will be refunded pro rata.

15.4 Export and Deletion. For thirty (30) days after account closure or termination (other than termination for your unlawful conduct), we will make Team Data available for export in CSV or a substantially equivalent format on request. Thereafter we will delete or de-identify Team Data in the ordinary course consistent with the retention schedule in the Privacy Policy, any DPA, and legal holds. Schools may request earlier deletion, which we will complete within sixty (60) days of a verified request.

15.5 Survival. Sections 1, 2, 4, 5.1, 7, 9, 10, 11 (as to amounts owed), 12.2 (as to honoring opt-outs), 12.3, 13, 15.4, 15.5, 16, 17, and 18 survive termination.

Section 16. Disclaimers of Warranties

16.1 AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL RELATED CONTENT AND CALCULATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 NO GUARANTEE OF OUTCOMES. WITHOUT LIMITING SECTION 16.1, THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT CALCULATIONS, FLAGS, RULE-SET CONFIGURATIONS, OR PROJECTIONS WILL BE ACCURATE, CURRENT, OR COMPLETE; THAT ANY ATHLETE WILL MAKE, CERTIFY AT, OR BE ELIGIBLE FOR ANY WEIGHT CLASS; OR THAT USE OF THE SERVICE WILL SATISFY ANY GOVERNING BODY, SCHOOL, OR LEGAL REQUIREMENT. YOU BEAR THE ENTIRE RISK OF RELIANCE ON INFORMATION IN THE SERVICE, WHICH MUST BE VERIFIED AGAINST THE OFFICIAL SYSTEM AS REQUIRED BY SECTION 4.

16.3 Jurisdictional Limits. Some jurisdictions do not allow certain warranty disclaimers, so portions of Section 16 may not apply to you to that extent.

Section 17. Limitation of Liability; Indemnification; Time to Bring Claims

17.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, ATHLETIC-ELIGIBILITY CONSEQUENCES, COMPETITION RESULTS, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE EXCLUSIONS AND CAP IN THIS SECTION 17 DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, OR TO A PARTY'S OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

17.3 Basis of the Bargain. The fees (including free access) reflect the allocation of risk in Sections 4, 16, and 17, each of which is an essential basis of the bargain and applies even if a limited remedy fails of its essential purpose.

17.4 Your Indemnification. You will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any third-party claim, and resulting damages, penalties, costs, and reasonable attorneys' fees, arising out of: (a) Team Data, including its accuracy or your failure to obtain required authorizations and consents under Section 5.2; (b) your violation of law, School policy, or Governing Body rules; (c) your use of the Service in violation of Sections 6, 7, or 9; or (d) disputes between you and any School, Governing Body, athlete, or parent. If you are a public school or district, this Section applies only to the extent permitted by applicable law and without waiver of sovereign or governmental immunity.

17.5 Time to Bring Claims. To the extent permitted by law, any claim arising out of or relating to this Agreement or the Service must be filed within one (1) year after the claim accrued, or it is permanently barred.

Section 18. Governing Law; Venue; Dispute Terms; General Provisions

18.1 Governing Law. This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Exclusive Venue in Dallas County, Texas. Except for either party's right to seek temporary injunctive relief in any court of competent jurisdiction, any action or proceeding arising out of or relating to this Agreement or the Service must be brought exclusively in the state courts sitting in Dallas County, Texas, or the United States District Court for the Northern District of Texas, Dallas Division. Each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection of inconvenient forum.

18.3 Informal Resolution First. Before filing any claim, the complaining party will send a written description of the dispute to the other party (to the Company at [email protected]) and allow thirty (30) days for good-faith resolution.

18.4 CLASS-ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

18.5 JURY WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

18.6 Changes to These Terms. We may update this Agreement. For material changes, we will give at least thirty (30) days' advance notice by email and in-Service notice before the changes take effect, and material changes to paid terms take effect no earlier than your next renewal. Continued use after the effective date constitutes acceptance; if you do not agree, close your account before the changes take effect (with a pro-rata refund of prepaid fees if a material change adversely affects a current paid term and you cancel because of it). The “Last Updated” date reflects the current version.

18.7 Assignment. You may not assign this Agreement without our prior written consent, except that a School may assign to a successor district or organization. We may assign this Agreement in connection with a Change-of-Control Transaction subject to Section 10.4.

18.8 Notices. Legal notices to the Company must be sent to ScratchWeight LLC, Attn: Legal, at the Company's current mailing address published at scratchweight.com/contact, with a copy to [email protected]. We may give notice to the email address on your account, by in-Service notice, or both. Notice is effective on receipt (email notice, when sent, unless bounced).

18.9 Miscellaneous. This Agreement, the Privacy Policy, any DPA, and any Orders are the entire agreement between the parties regarding the Service and supersede prior discussions. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder enforced. Failure to enforce is not waiver. Neither party is liable for delay or failure caused by events beyond its reasonable control. The parties are independent contractors. There are no third-party beneficiaries except as stated in Sections 10.4 and 17.4. Section headings are for convenience. You consent to doing business electronically, and electronic acceptance has the same force as a signature.

18.10 Government and Public-Entity Users. For public schools and districts: nothing in this Agreement waives governmental immunity or requires indemnification beyond what applicable law permits; venue and governing-law terms apply only to the extent permitted by the law governing the entity; and any conflicting mandatory statutory purchasing terms in a valid purchase order accepted by the Company will control to the extent required by law.

Questions about these Terms: [email protected] · ScratchWeight LLC — mailing address published at scratchweight.com/contact