Terms of Service

This Contract for Services is made effective as of February 22, 2026 (the “effective date”), by and between the BallparkDJ® Android or iOS mobile application End User (the “Recipient”), and Payne Software LLC of 445 North Fields Pass, Milton, Georgia 30004 (the “Provider”).

1. DESCRIPTION OF SERVICES. As of the effective date, Provider will provide to Recipient the following services (collectively, the “Services”):

Access to the BallparkDJ® mobile application for the Android or iOS operating systems for noncommercial use in providing pre-recorded voiceovers for youth sports.

2. PAYMENT. Recipient agrees to pay all fees associated with the Services in accordance with the pricing disclosed within the App at the time of purchase. Fees may include, without limitation, activation fees, per-player voiceover fees, and charges for premium features or content. All fees are non-refundable except as expressly provided herein or as required by applicable law. Provider reserves the right to modify pricing at any time; provided, however, that any price changes will not affect fees already paid by Recipient. Recipient authorizes Provider to charge Recipient's selected payment method for all fees incurred.

In addition to any other right or remedy provided by law, if Recipient fails to pay for the Services when due, Provider has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

3. TERM. This Contract shall remain in effect unless terminated. Recipient may terminate at any time by deleting the App and discontinuing use of the Services. Provider may terminate this Contract immediately upon Recipient's breach of any provision hereof, or upon thirty (30) days' written notice for any reason. Upon termination, all licenses granted hereunder shall immediately terminate, and Recipient shall cease all use of the Services and Work Product.

4. LICENSE GRANT AND WORK PRODUCT OWNERSHIP.
a. Provider Developed Content. All copyrightable works, ideas, discoveries, inventions, patents, products, software including object code and source code, voiceover recordings, musical works, sound effects, and other intellectual property (collectively the “Work Product”) developed by Provider in connection with the Services are and shall remain the exclusive property of Provider. Provider hereby grants Recipient a limited, non-exclusive, non-transferable, revocable license to use the Work Product solely for Recipient's personal, non-commercial use in connection with youth sports activities. Recipient shall not sublicense, sell, distribute, or commercially exploit any Work Product. This license terminates automatically upon termination of this Contract or upon Recipient's breach of any provision hereof.

b. Recipient Developed Content. Recipient may create team configurations, player rosters, and similar customizations within the App (collectively, "User Content"). Recipient retains ownership of User Content and may share User Content with other users of the App without limitation. Recipient hereby grants Provider a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, display, and distribute User Content to provide, maintain, and improve the Services. Recipient acknowledges that other users who access shared User Content must independently agree to this Contract and pay all applicable fees to use the Services.

5. MUSIC AND AUDIO CONTENT RESTRICTIONS. Recipient acknowledges that the Services may be used in conjunction with third-party music services (such as Apple Music) or other copyrighted audio content. Recipient agrees to the following restrictions when using the Services with any music or audio content that is not royalty-free:

a. Non-Commercial Use Only. Recipient shall not use such music or audio content for any commercial purpose or for direct or indirect commercial advantage. Use is limited to nonprofit, educational, or recreational youth sports activities where no admission is charged, or where any admission proceeds are used exclusively for educational or charitable purposes.

b. No Retransmission. Recipient shall not retransmit, rebroadcast, or further transmit any music or audio content beyond the immediate location of playback. Recipient shall not stream, broadcast, or transmit audio content over the internet, radio, cable, or any other transmission medium.

c. Single Receiving Apparatus Only. Recipient shall play music and audio content only through a single receiving apparatus of a kind commonly used in private homes, such as a smartphone, tablet, single zone amplifier or receiver, portable speaker, or the like. Recipient shall not connect their device to any commercial sound reinforcement system or any audio equipment that exceeds the capabilities of home-type equipment.

d. Recipient Responsibility. Recipient acknowledges and agrees that Recipient is solely responsible for compliance with all applicable copyright laws, performance rights requirements, and licensing obligations. Provider makes no representation that Recipient's use of third-party music content is authorized or exempt from licensing requirements. Recipient agrees to indemnify and hold Provider harmless from any claims arising from Recipient's use of music or audio content in violation of this Section or applicable law.

6. AGE REQUIREMENTS AND PARENTAL CONSENT. The Services are intended for use by adults aged eighteen (18) years or older. If Recipient is between the ages of thirteen (13) and seventeen (17), Recipient may use the Services only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. By allowing a minor to use the Services, the parent or legal guardian agrees to supervise the minor's use and accepts full responsibility for: (a) the minor's compliance with this Agreement; (b) any charges or fees incurred; and (c) any liability arising from the minor's use of the Services. The Services are not intended for children under the age of thirteen (13), and Provider does not knowingly collect personal information from children under thirteen (13). If Provider learns that personal information has been collected from a child under thirteen (13), Provider will take steps to delete such information promptly.

7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

8. ATTORNEYS' FEES AND COLLECTION COSTS. If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

9. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 (thirty) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

11. DISPUTE RESOLUTION. In the event of any dispute, the parties agree as follows:

a. Informal Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through informal negotiation. Before initiating any arbitration or court proceeding, Recipient must first contact Provider at legal@ballparkdj.com and attempt in good faith to resolve the dispute informally within sixty (60) days.

b. Binding Arbitration. If informal resolution is unsuccessful, any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules. The arbitration shall be conducted in the English language in Fulton County, Georgia, or at another mutually agreed location. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including whether a claim is subject to arbitration. The arbitrator's decision shall be final and binding, and judgment on the award rendered may be entered in any court having jurisdiction thereof.

c. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, RECIPIENT AND PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and all disputes shall be resolved in court.

d. Small Claims Court Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court. This small claims court exception applies only if the claim is brought on an individual, non-class, non-representative basis.

e. Opt-Out Right. Recipient may opt out of this arbitration provision by sending written notice to Provider at legal@ballparkdj.com within thirty (30) days of first accepting this Agreement. The opt-out notice must include Recipient's name, mailing address, and a clear statement that Recipient wishes to opt out of arbitration. If Recipient opts out, all other provisions of this Agreement shall remain in effect.

12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

14. AMENDMENT. This Contract may be modified or amended by Provider at any time by posting revised terms within the App or on Provider's website. Recipient's continued use of the Services after such posting constitutes acceptance of the modified terms. Material changes will be effective thirty (30) days after posting. Recipient may reject any material changes by terminating this Contract before the changes take effect.

15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Georgia.

16. NOTICE. Any notice required or permitted under this Contract shall be sufficiently given if delivered by email to the address associated with Recipient's account, by push notification through the App, or by posting within the App. Notice to Provider shall be sent to the address set forth in the opening paragraph or by email to legal@ballparkdj.com.

17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

19. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

20. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL CUMULATIVE LIABILITY UNDER THIS CONTRACT SHALL NOT EXCEED THE AMOUNTS PAID BY RECIPIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

21. DISCLAIMER OF WARRANTIES. THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

22. ELECTRONIC ACCEPTANCE. By downloading, installing, or using the App, Recipient agrees to be bound by this Contract. Recipient acknowledges that this electronic acceptance has the same legal effect as a physical signature.