Note: These Terms of Use govern a professional sports technology platform that processes data about minor
student-athletes. Certain provisions — including those governing Operator obligations, data submission standards, and
acceptable use — carry legal weight under federal and Virginia law. Field-IQ recommends that Operators review these Terms
with qualified legal counsel, particularly with respect to COPPA obligations, FERPA compliance, and NCAA recruiting rules.
§ 01
Definitions
As used throughout these Terms of Use, the following terms have the meanings set forth below:
| "Field-IQ" / "Company" / "we" / "us" / "our" | Field-IQ Sports Solutions LLC, a Virginia limited liability company, owner and operator of the RecruitOS platform. |
| "RecruitOS" / "Platform" / "Service" |
The digital sports recruiting intelligence platform, including all web interfaces, application programming
interfaces (APIs), data tools, athlete profile systems, event management features, scout tools, and any related
software operated by Field-IQ under the RecruitOS brand.
|
| "User" |
Any individual or entity that accesses or uses the Platform in any capacity, including Operators, Recruiters, and
administrative personnel.
|
| "Operator" |
An athletic program, youth baseball organization, high school program, travel ball organization, or showcase event
operator that has entered into a subscription agreement with Field-IQ and submits athlete and event data to the
Platform.
|
| "Recruiter" / "Scout" |
A college coach, professional scout, or authorized recruiting representative who accesses the Platform to view
athlete profiles, event data, and associated scouting tools.
|
| "Athlete Profile" |
A digital record containing athletic performance data, physical measurements, program affiliation, graduation
class, and related information for a student-athlete, submitted to the Platform by an Operator.
|
| "Minor" |
Any individual under the age of 18 years, or under the applicable age of majority in the individual's jurisdiction,
whichever is greater.
|
| "Operator Agreement" |
The separate subscription or services agreement entered into between Field-IQ and an Operator, which supplements
and is incorporated into these Terms.
|
| "User Content" |
Any data, information, text, athlete profiles, event records, scout notes, or other materials submitted, uploaded,
or otherwise provided to the Platform by any User.
|
| "Platform IP" |
All software, algorithms, data models, user interfaces, trademarks, service marks, logos, trade names,
documentation, and other intellectual property owned or licensed by Field-IQ and embodied in or used to operate
the Platform.
|
| "Subscription Fees" |
The fees payable by Operators or Recruiters for access to the Platform and its features, as set forth in the
applicable Operator Agreement or pricing schedule.
|
§ 02
Acceptance of Terms and Eligibility
2.1 Agreement to Be Bound
By accessing or using RecruitOS in any manner, you represent that you have read, understood, and agree to be bound by these
Terms of Use, all policies incorporated herein, including the RecruitOS Privacy Policy, and any Operator Agreement applicable to your
account. These Terms apply to all Users regardless of account type.
2.2 Eligibility — Users Generally
You must be at least 18 years of age to create a RecruitOS account or submit data to the Platform. RecruitOS does not permit
registration by individuals under the age of 18. By creating an account, you represent and warrant that you are at least 18
years of age and have the legal capacity to enter into a binding agreement.
2.3 Eligibility — Operators
Entities seeking Operator accounts must be duly organized and legally authorized to operate in their respective
jurisdictions. The individual completing registration on behalf of an organizational Operator represents and warrants that
they have full legal authority to bind the organization to these Terms and to the applicable Operator Agreement.
2.4 Eligibility — Recruiters
Recruiter accounts are available exclusively to individuals who are currently employed by or engaged as authorized
recruiting representatives of:
- NCAA Division I, Division II, or Division III collegiate athletic programs;
- NAIA, NJCAA, or equivalent collegiate athletic programs;
- Professional sports organizations or their authorized scouting departments;
- Licensed sports scouting services operating with institutional authorization.
Independent or private individuals acting in an unofficial recruiting capacity are not eligible for Recruiter accounts.
Field-IQ reserves the right to require verification of institutional affiliation before activating or maintaining a
Recruiter account and to revoke access where affiliation cannot be verified or is misrepresented.
2.5 No Minor User Accounts
RecruitOS does not provide accounts to or accept direct registrations from student-athletes or other individuals under the
age of 18. All athlete data present on the Platform is submitted by authorized adult Operators. If you believe a minor has
attempted to register directly, please contact Field-IQ immediately at the address in Section 20.
§ 03
Description of the Platform and Services
RecruitOS is a professional sports recruiting intelligence platform designed to connect authorized college and professional
recruiting personnel with high school and travel baseball athletic programs participating in tournaments, showcases, and
regular season competition. The Platform provides:
- Athlete Profile Management: Tools enabling Operators to create and maintain digital profiles for their
athletes, including performance statistics, physical measurements, graduation class, and program affiliation;
- Event and Tournament Indexing: Capabilities for Operators to publish tournament schedules, game results,
and event information accessible to authorized Recruiters;
- Scout Note Tools: Private, account-specific tools enabling Recruiters to record proprietary scouting
assessments tied to individual athlete profiles;
- Access Control Infrastructure: Tiered permission systems governing which Recruiters may access which
programs, events, or athlete data based on Operator settings and subscription tier;
- QR Code and Mobile Access: Tools for sideline or on-site access to athlete profiles and event rosters via
mobile device;
- Administrative Dashboard: Organization-level management tools for Operators to manage rosters, events,
and scout access permissions.
The Platform's feature set may vary based on the subscription tier applicable to an Operator or Recruiter account. Field-IQ
reserves the right to modify, add, or discontinue Platform features at any time upon reasonable notice to affected Users.
§ 04
Account Registration and Security
4.1 Account Creation
Users must provide accurate, complete, and current information when creating a RecruitOS account. You agree to update your
account information promptly to maintain its accuracy. Field-IQ reserves the right to reject or terminate accounts based on
inaccurate, false, or misleading registration information.
4.2 Account Credentials
You are solely responsible for maintaining the confidentiality of your account credentials, including your username and
password. You agree to:
- Not share your credentials with any other individual or entity;
- Not permit any unauthorized individual to access the Platform through your account;
- Immediately notify Field-IQ of any unauthorized access to or use of your account;
- Log out of your account at the end of each session when accessing the Platform on shared devices.
Field-IQ will not be liable for any loss or damage arising from unauthorized account access that results from your failure
to maintain credential security. You are liable for all activity conducted through your account, whether or not authorized
by you.
4.3 One Account Per User
Each individual may maintain only one RecruitOS Recruiter account. Operators may maintain a single organizational account
with multiple authorized administrative users as permitted by their Operator Agreement. Creation of duplicate or fraudulent
accounts is prohibited and grounds for immediate termination of all associated accounts.
4.4 Account Access Logging
Field-IQ logs all account access events and Recruiter-level athlete profile views for security auditing, compliance, and
access control purposes. By using the Platform, you consent to such logging activities.
§ 05
License Grant and Restrictions
5.1 Limited License to Users
Subject to these Terms and your maintenance of a valid subscription (where applicable), Field-IQ grants you a limited,
non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its
intended purpose — (a) for Operators: to manage and publish athletic program and athlete profile data; and (b) for
Recruiters: to evaluate athlete profiles and event data for legitimate recruiting assessment purposes — in each case solely
during the applicable subscription period.
5.2 Restrictions
You expressly agree that you will not, and will not permit any third party to:
-
Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of any portion of
the Platform or Platform IP;
-
Scrape, crawl, index, or systematically extract data from the Platform using automated tools, bots, spiders, or similar
methods;
- Access the Platform through any means other than the interfaces expressly provided by Field-IQ;
- Resell, sublicense, rent, lease, or otherwise transfer access to the Platform to any third party;
- Remove, obscure, or alter any proprietary notices, trademarks, or identifying markings on or within the Platform;
- Use Platform data to build, train, or augment any competing product, service, or database;
- Export or transfer athlete profile data outside the Platform for commercial resale or redistribution;
- Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure;
- Attempt to gain unauthorized access to any portion of the Platform, its servers, or connected systems;
-
Use the Platform in any manner that violates applicable law, including COPPA, FERPA, the VCDPA, NCAA bylaws, or SPARTA.
§ 06
Operator Obligations and Data Submission Standards
This section sets binding obligations on all Operators. Violation of these obligations may result in account suspension,
data deletion, and civil legal liability.
6.1 Data Accuracy and Scope
Operators represent and warrant that all data submitted to the Platform is accurate to the best of their knowledge, limited
to athletic and program-related information, submitted for the legitimate purpose of providing recruiting visibility for
their athletes, and does not include prohibited data categories as defined in the RecruitOS Privacy Policy.
6.2 Parental and Guardian Consent
By submitting any athlete profile data to the Platform, the Operator expressly represents and warrants that:
-
For athletes under 13 years of age: the Operator has obtained verifiable parental consent from a parent or legal guardian
in compliance with the Children's Online Privacy Protection Act, 15 U.S.C. § 6501 et seq., and the FTC's 2025 COPPA Final
Rule, prior to submitting any personally identifiable information for such athlete;
-
For athletes between 13 and 17 years of age: the Operator has obtained all parental or guardian acknowledgments required
by applicable state law, the Operator's own organizational policies, and any applicable athletic association rules;
-
The Operator has provided or will provide appropriate notice to athletes and their families regarding the program's use of
RecruitOS as a recruiting visibility platform and the nature of the data submitted on their behalf.
6.3 FERPA Compliance
Operators affiliated with or operated by public secondary schools are solely responsible for ensuring their use of RecruitOS
complies with the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g ("FERPA"), and applicable Virginia student
data privacy statutes. Operators acknowledge that Field-IQ does not operate as a "school official" under FERPA and does not
receive data pursuant to any FERPA data sharing agreement with any educational institution. Operators must not submit
student education records — including transcripts, GPA data, disciplinary records, or standardized test scores — to the
Platform.
6.4 Prohibited Data
Operators are strictly prohibited from submitting the following to the Platform through any feature or method:
- Social Security Numbers or government identification numbers of athletes or their families;
- Home addresses, personal email addresses, or personal cell phone numbers of athletes under 18;
- Medical records, health diagnoses, or injury history;
- Financial information;
- Biometric identifiers, including facial recognition data or DNA information;
- Any content that constitutes child sexual abuse material or is otherwise unlawful.
6.5 Operator Indemnification for Data Violations
Operators agree to indemnify, defend, and hold harmless Field-IQ from and against any and all claims, damages, fines,
penalties, and costs (including reasonable attorney's fees) arising from or related to: (a) the Operator's failure to obtain
required parental consents prior to submitting minor athlete data; (b) the Operator's submission of prohibited data
categories; (c) the Operator's violation of FERPA, COPPA, VCDPA, or any applicable state student privacy law; or (d) any
breach by the Operator of the representations and warranties set forth in this Section 6.
§ 07
Recruiter and Scout Obligations
7.1 Authorized Purpose
Recruiters agree that access to athlete profiles and event data through RecruitOS is authorized solely for the purpose of
evaluating athletes for potential recruitment to their employing or contracting institution or organization. Any other use
of Platform data is strictly prohibited.
7.2 NCAA and Athletic Association Compliance
Recruiters who are employed by or affiliated with NCAA-member institutions acknowledge and agree that their use of RecruitOS
must at all times comply with applicable NCAA bylaws governing recruiting activities, including but not limited to contact
restrictions with prospective student-athletes and their families, permissible evaluation periods, and disclosure
obligations under NCAA Bylaw 22. Field-IQ does not represent that use of the Platform constitutes a permissible recruiting
contact under NCAA rules, and Recruiters are solely responsible for ensuring their recruiting activities comply with
governing athletic association rules.
7.3 No Direct Contact with Minors
Recruiters expressly agree not to use any contact information made available through the Platform, or derived from the
Platform, to initiate direct personal communication with any student-athlete under 18 years of age outside of the channels,
timing restrictions, and methods expressly permitted by applicable NCAA, NAIA, or other governing athletic association
rules. Field-IQ does not facilitate direct athlete-recruiter communication and expressly prohibits use of the Platform to
circumvent applicable contact restrictions.
7.4 SPARTA Compliance
Recruiters and representatives of sports agent services acknowledge that the Sports Agent Responsibility and Trust Act, 15
U.S.C. §§ 7801–7807 ("SPARTA"), governs the conduct of sports agents with respect to student-athletes. RecruitOS is not a
sports agent platform. Any use of the Platform by sports agents or their representatives to identify or solicit
student-athletes in violation of SPARTA or applicable state athlete agent statutes is expressly prohibited and constitutes
grounds for immediate account termination and referral to appropriate authorities.
7.5 Confidentiality of Scout Notes
Scout notes and proprietary assessments generated by a Recruiter through the Platform are confidential to that Recruiter's
institutional account. Recruiters agree not to disclose, share, or transfer scout note content to individuals or entities
outside their employing institution without the express written consent of Field-IQ.
7.6 Data Export Restrictions
Recruiters agree not to export, download, copy, or otherwise systematically extract athlete profile data from the Platform
for redistribution, commercial resale, or construction of any competing database. Limited incidental export of individual
athlete information for internal institutional recruiting records is permitted.
§ 08
Acceptable Use Policy
The following policy applies to all Users of the Platform.
Permitted Uses
- Managing your organization's athlete profiles and roster data
- Publishing event schedules, tournament results, and game data
- Evaluating athlete profiles for legitimate institutional recruiting purposes
- Creating and maintaining private scout notes for internal institutional use
- Using QR code and mobile tools for authorized sideline event access
- Communicating with Field-IQ support regarding your account
- Sharing your organization's RecruitOS profile link for exposure purposes
Prohibited Uses
- Submitting false, misleading, or fabricated athlete data
- Using automated scraping, bots, or crawlers on the Platform
- Accessing accounts, data, or features beyond your authorization tier
- Using Platform data to build competing products or services
- Uploading malware, viruses, or malicious code
- Harassing, defaming, or threatening any individual through the Platform
- Circumventing security measures, access controls, or payment systems
- Impersonating any person, institution, or entity
- Violating any applicable law or athletic association rule
- Using the Platform to contact minors in violation of recruiting rules
8.1 Content Standards
All User Content submitted to the Platform must be accurate to the User's knowledge, related to athletic program operations
or recruiting evaluation, free from defamatory, harassing, threatening, or unlawful content, and compliant with the data
submission standards set forth in Section 6. Field-IQ reserves the right to remove any User Content that violates these
standards without prior notice.
8.2 Enforcement
Field-IQ reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate
action, including issuing warnings, suspending or terminating accounts, removing User Content, reporting conduct to law
enforcement or athletic governing bodies, and pursuing legal remedies available under applicable law.
§ 09
Intellectual Property
9.1 Field-IQ Ownership
The Platform, including all software, algorithms, data models, calculation engines, user interface design, visual elements,
text, documentation, trademarks, service marks, trade names, and logos — including without limitation the "RecruitOS,"
"Field-IQ," "Field-IQ Sports Solutions," and related marks — are and shall remain the exclusive property of Field-IQ Sports
Solutions LLC or its licensors. Nothing in these Terms grants you any right, title, or interest in the Platform IP except
the limited license expressly set forth in Section 5.
9.2 Feedback
If you provide Field-IQ with any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), you
hereby grant Field-IQ a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate
such Feedback into the Platform or any other Field-IQ product or service, without any obligation of compensation or
attribution to you.
9.3 DMCA Notice and Takedown
Field-IQ respects the intellectual property rights of others and expects Users to do the same. If you believe that material
on the Platform infringes your copyright, you may submit a notice of claimed infringement to Field-IQ's designated agent in
accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512. Such notice must include: (a) identification of the
copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and sufficient information
to locate it on the Platform; (c) your contact information; (d) a statement of good faith belief that the use is not
authorized; and (e) a statement under penalty of perjury that the information in the notice is accurate and that you are
authorized to act on behalf of the copyright owner. DMCA notices should be sent to the contact address in Section 20.
9.4 No Implied Licenses
No implied licenses or rights are granted by Field-IQ under these Terms. All rights not expressly granted herein are reserved
by Field-IQ.
§ 10
User-Submitted Content and Data License
10.1 Ownership of User Content
As between you and Field-IQ, Operators retain ownership of the athlete profile data, event records, and organizational
information they submit to the Platform, subject to the license granted to Field-IQ in Section 10.2. Recruiters retain
ownership of scout notes and proprietary assessments they create through the Platform.
10.2 License to Field-IQ
By submitting User Content to the Platform, you grant Field-IQ a limited, non-exclusive, royalty-free license to use, store,
process, display, and transmit that User Content solely to the extent necessary to operate, maintain, and improve the
Platform and to fulfill our obligations to you under these Terms and any applicable Operator Agreement. This license does
not authorize Field-IQ to sell, commercially license, or publicly distribute your User Content to third parties, except as
described in the RecruitOS Privacy Policy.
10.3 Aggregate and De-Identified Data
Field-IQ may use aggregate, anonymized, and de-identified data derived from Platform usage and User Content for internal
analytics, product development, industry benchmarking, and platform improvement purposes, provided that such data cannot
reasonably be used to identify any individual User or athlete.
10.4 Data Portability and Export
Operators may request an export of their organizational data at any time through the Platform interface or by contacting
Field-IQ. Field-IQ will facilitate data exports in a commercially reasonable format within thirty (30) days of a verified
request. Upon termination of an Operator account, Operators will have thirty (30) days to export their data before Field-IQ
commences deletion procedures consistent with the Privacy Policy.
§ 11
Fees, Subscriptions, and Billing
11.1 Subscription Fees
Access to certain features of the Platform requires payment of Subscription Fees as set forth in the applicable Operator
Agreement or published pricing schedule. All fees are stated in U.S. dollars. Field-IQ reserves the right to modify its
pricing upon no less than thirty (30) days' prior written notice to affected account holders.
11.2 Billing and Payment
Subscription Fees are billed in accordance with the billing cycle set forth in your Operator Agreement. By providing payment
information, you authorize Field-IQ or its designated payment processor to charge the applicable Subscription Fees to your
designated payment method on the dates specified. You are responsible for maintaining accurate and current payment
information on your account.
11.3 No Refunds
Subscription Fees are non-refundable except as expressly provided in an applicable Operator Agreement or as required by
applicable law. If you cancel your subscription during a billing period, you will retain access to the Platform through the
end of the current paid billing period but will not receive a pro-rata refund of unused subscription fees.
11.4 Late Payment and Suspension
If any Subscription Fee payment fails or is not received by the applicable due date, Field-IQ may suspend access to the
Platform upon five (5) business days' notice and, if payment is not received within thirty (30) days of suspension, may
terminate the account and initiate data deletion procedures in accordance with the Privacy Policy.
11.5 Taxes
Subscription Fees are exclusive of all applicable sales, use, value-added, or other taxes. You are responsible for all taxes
imposed in connection with your subscription, other than taxes on Field-IQ's income.
§ 12
Disclaimer of Warranties
THE RECRUITOS PLATFORM AND ALL SERVICES, FEATURES, CONTENT, AND INFORMATION PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
FIELD-IQ SPORTS SOLUTIONS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL BE
UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; (C) WARRANTIES REGARDING THE
ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY ATHLETE PROFILE DATA, EVENT DATA, OR OTHER USER CONTENT DISPLAYED
ON THE PLATFORM, ALL OF WHICH IS SUBMITTED BY THIRD-PARTY OPERATORS AND IS NOT INDEPENDENTLY VERIFIED BY FIELD-IQ; (D)
WARRANTIES THAT THE PLATFORM WILL MEET YOUR SPECIFIC RECRUITING OR ORGANIZATIONAL REQUIREMENTS; AND (E) WARRANTIES REGARDING
THE SUITABILITY OF ANY ATHLETE FOR RECRUITMENT TO ANY PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM FIELD-IQ OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.
Field-IQ does not independently verify or guarantee the accuracy of athlete profile data submitted by Operators. Recruiters
are solely responsible for independently verifying any athlete information before making recruiting decisions. Field-IQ is a
data platform, not an endorsing or validating authority.
§ 13
Limitation of Liability
13.1 Exclusion of Indirect Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIELD-IQ SPORTS SOLUTIONS LLC, ITS MEMBERS, MANAGERS,
OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF
PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS; LOSS OF DATA OR INABILITY TO RECOVER DATA; LOSS OF
GOODWILL OR REPUTATIONAL HARM; COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR RECRUITING OUTCOMES OR DECISIONS BASED ON
PLATFORM DATA — EVEN IF FIELD-IQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF
LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
13.2 Aggregate Liability Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELD-IQ'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO
THESE TERMS OF USE, YOUR USE OF THE PLATFORM, OR ANY OPERATOR AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES
ACTUALLY PAID BY YOU TO FIELD-IQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. FOR
USERS ACCESSING THE PLATFORM WITHOUT PAYMENT (INCLUDING DURING ANY FREE TRIAL PERIOD), FIELD-IQ'S MAXIMUM AGGREGATE
LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
13.3 Exceptions to Liability Cap
The limitations and exclusions set forth in Sections 13.1 and 13.2 shall not apply to:
- Liability for fraud, willful misconduct, or gross negligence by Field-IQ;
-
Liability that cannot be excluded or limited under applicable law, including applicable consumer protection statutes;
-
Field-IQ's indemnification obligations under Section 14.2 with respect to third-party intellectual property infringement
claims.
13.4 Essential Basis of Bargain
The parties acknowledge that the limitations of liability set forth in this Section 13 reflect a reasonable and negotiated
allocation of risk and form an essential basis of the bargain between the parties. Field-IQ would not provide access to the
Platform on the terms set forth herein in the absence of these limitations.
§ 14
Indemnification
14.1 User Indemnification of Field-IQ
You agree to indemnify, defend, and hold harmless Field-IQ Sports Solutions LLC and its members, managers, officers,
employees, contractors, and agents from and against any and all third-party claims, demands, suits, proceedings, losses,
liabilities, damages, fines, penalties, and costs (including reasonable attorney's fees) arising out of or related to:
- Your access to or use of the Platform in violation of these Terms;
-
Any User Content you submit to the Platform, including any claim that such content violates the rights of any third party,
including COPPA, FERPA, privacy rights, or intellectual property rights;
-
Your violation of any applicable law, regulation, or athletic association rule in connection with your use of the
Platform;
- Your breach of any representation, warranty, or obligation set forth in these Terms;
- Your failure to obtain required parental consents prior to submitting minor athlete data (for Operators);
-
Your misuse of Platform data in violation of NCAA bylaws, SPARTA, or applicable state recruiting regulations (for
Recruiters).
14.2 Field-IQ Indemnification of Users — IP Claims
Field-IQ shall indemnify, defend, and hold harmless Users against any third-party claim alleging that the Platform, as
provided by Field-IQ in its unmodified form and used in accordance with these Terms, infringes any United States
intellectual property right of such third party. Field-IQ shall have no obligation under this Section 14.2 to the extent a
claim arises from: (a) User Content or data submitted by Users; (b) modifications to the Platform made by or at the
direction of Users; (c) use of the Platform in combination with third-party software, systems, or data not provided by
Field-IQ; or (d) use of the Platform in a manner not permitted by these Terms.
14.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification;
(b) provide the indemnifying party with reasonable cooperation and assistance in the defense of such claim; and (c) grant
the indemnifying party sole control over the defense and settlement of such claim, provided that no settlement may be
entered into that imposes obligations or liability on the indemnified party without the indemnified party's prior written
consent.
§ 15
Term, Suspension, and Termination
15.1 Term
These Terms of Use take effect upon your first access to or use of the Platform and continue in effect until your account is
terminated or these Terms are superseded by a revised version, whichever occurs first.
15.2 User-Initiated Termination
You may terminate your account at any time by submitting a written termination request to Field-IQ at the contact address in
Section 20. Account termination does not entitle you to any refund of prepaid Subscription Fees, except as expressly
provided in your Operator Agreement.
15.3 Field-IQ Right to Suspend or Terminate
Field-IQ reserves the right to suspend or permanently terminate your account and access to the Platform, with or without
prior notice, for:
- Any violation of these Terms of Use or the Acceptable Use Policy;
- Submission of prohibited data categories as defined in Section 6.4;
- Failure to pay Subscription Fees in accordance with Section 11;
- Misrepresentation of institutional affiliation or account eligibility;
-
Any conduct that Field-IQ reasonably believes poses a risk to the safety, privacy, or rights of athletes, other Users, or
third parties;
- Receipt of a valid legal demand or regulatory directive requiring termination;
- Any use of the Platform that exposes Field-IQ to legal liability.
15.4 Effect of Termination
Upon termination of your account: (a) all licenses granted to you under these Terms immediately terminate; (b) you must
immediately cease all use of the Platform; (c) Operators will have thirty (30) days to export organizational data before
Field-IQ commences deletion; (d) scout notes associated with a terminated Recruiter account will be deleted within ninety
(90) days. Field-IQ shall have no liability to you for any damages arising from account termination made in accordance with
these Terms.
15.5 Survival
The following provisions shall survive termination of these Terms and any account termination: Sections 1 (Definitions), 9
(Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 16
(Confidentiality), 17 (Dispute Resolution), 18 (Governing Law), and 19 (General Provisions).
§ 16
Confidentiality
16.1 Confidential Information
Each party may disclose or make accessible to the other party certain non-public, proprietary, or confidential information
in connection with these Terms and the use of the Platform ("Confidential Information"). For Recruiters, Confidential
Information includes scout notes and proprietary assessments. For Field-IQ, Confidential Information includes Platform
architecture, pricing structures, business plans, and non-public technical documentation.
16.2 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use the other party's
Confidential Information only for the purposes contemplated by these Terms; and (c) not disclose the other party's
Confidential Information to any third party without prior written consent, except as required by applicable law or court
order, provided that the receiving party gives prompt notice to the disclosing party prior to compelled disclosure to the
extent permitted by law.
16.3 Athlete Data Confidentiality
All athlete profile data accessed through the Platform is confidential to the Operator that submitted it and to Recruiters
with authorized access. No Recruiter or third party may disclose, publish, or disseminate individual athlete profile data
outside the Platform or their own institutional records without Operator consent. This obligation survives termination of
any account.
§ 17
Dispute Resolution and Arbitration
The following dispute resolution provisions are intended to comply with applicable Virginia law governing arbitration
agreements, including Va. Code Ann. §§ 8.01-577 through 8.01-581.016.
17.1 Informal Resolution — Required First Step
Before initiating any formal dispute resolution proceeding, the parties agree to make a good-faith effort to resolve any
dispute informally. The party asserting a dispute must provide written notice to the other party identifying the nature of
the dispute and the relief sought. The parties agree to attempt informal resolution for a period of thirty (30) days from
delivery of such notice. Proceedings under Sections 17.2 or 17.3 may not be initiated until this informal resolution period
has elapsed or been expressly waived in writing by both parties.
17.2 Binding Arbitration
Subject to Section 17.4, any dispute, claim, or controversy arising out of or relating to these Terms of Use, any Operator
Agreement, or your use of the Platform that is not resolved through the informal process in Section 17.1 shall be finally
resolved by binding arbitration administered by JAMS pursuant to its applicable arbitration rules. The arbitration shall be
conducted by a single neutral arbitrator. The seat of arbitration shall be Richmond, Virginia. The arbitrator shall apply
Virginia law as set forth in Section 18. The arbitrator's award shall be final and binding and may be entered as a judgment
in any court of competent jurisdiction pursuant to Virginia Code § 8.01-581.011.
17.3 Arbitration Fees
The allocation of arbitration fees shall be governed by the JAMS fee schedule applicable at the time of the proceeding.
Field-IQ shall be responsible for timely payment of all arbitration fees assessed against it as the drafting party of this
pre-dispute arbitration clause. Failure by Field-IQ to pay assessed arbitration fees within thirty (30) days of the
applicable due date shall constitute a material breach of this arbitration agreement.
17.4 Exceptions to Arbitration
Notwithstanding Section 17.2, either party may pursue the following claims in a court of competent jurisdiction without
first submitting to arbitration:
-
Claims for injunctive or other equitable relief to prevent or enjoin intellectual property infringement or
misappropriation;
- Claims that qualify for adjudication in Virginia General District Court small claims proceedings;
- Claims by Field-IQ to collect overdue Subscription Fees;
- Any claim that applicable law expressly requires to be resolved in court.
17.5 No Class Actions
All disputes shall be resolved on an individual basis. You agree that you will not participate in any class action,
collective action, or representative proceeding against Field-IQ in any forum, whether in arbitration or in court. You waive
any right to bring or participate in a class action lawsuit or class-wide arbitration related to your use of the Platform or
these Terms.
17.6 Waiver of Jury Trial
TO THE EXTENT ANY DISPUTE IS RESOLVED IN COURT PURSUANT TO SECTION 17.4, BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL
BY JURY IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING.
§ 18
Governing Law and Venue
These Terms of Use, any Operator Agreement, and any dispute arising under or in connection with these Terms shall be
governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of
laws principles, and applicable federal law where relevant, including COPPA, FERPA, the Federal Arbitration Act, and SPARTA.
For any dispute that proceeds to court pursuant to Section 17.4, each party irrevocably submits to the exclusive personal
jurisdiction of the state courts of the Commonwealth of Virginia sitting in Henrico County, Virginia, or the United States
District Court for the Eastern District of Virginia (Richmond Division), and waives any objection to the laying of venue in
such courts.
§ 19
General Provisions
19.1 Entire Agreement
These Terms of Use, together with the RecruitOS Privacy Policy and any applicable Operator Agreement,
constitute the entire agreement between you and Field-IQ with respect to your use of the Platform and supersede all prior or
contemporaneous agreements, representations, understandings, or negotiations, whether oral or written, relating to the
subject matter hereof.
19.2 Modifications to Terms
Field-IQ reserves the right to modify these Terms of Use at any time. When material changes are made, Field-IQ will provide
notice to registered account holders via email to the address on file no less than thirty (30) days prior to the effective
date of the changes. For changes required by law or regulation with less than thirty (30) days' notice, Field-IQ will
provide notice as promptly as practicable. Continued use of the Platform after the effective date of any modification
constitutes acceptance of the revised Terms. If you do not agree to a modification, you must discontinue use of the Platform
and request account termination before the effective date.
19.3 Severability
If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or
unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining
provisions of these Terms shall remain in full force and effect.
19.4 Waiver
No failure or delay by Field-IQ in exercising any right, remedy, or power under these Terms shall operate as a waiver
thereof. No single or partial exercise of any right, remedy, or power shall preclude any other or further exercise thereof
or the exercise of any other right, remedy, or power. A waiver by Field-IQ of any breach of these Terms shall not constitute
a waiver of any subsequent breach.
19.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without Field-IQ's prior written consent.
Field-IQ may assign these Terms and any rights or obligations hereunder without restriction, including in connection with a
merger, acquisition, asset sale, or corporate restructuring. These Terms shall be binding upon and inure to the benefit of
the parties' respective successors and permitted assigns.
19.6 Force Majeure
Field-IQ shall not be liable for any failure or delay in performance under these Terms to the extent caused by circumstances
beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, governmental actions,
internet or telecommunications outages, cyberattacks, or other events constituting force majeure. Field-IQ will use
commercially reasonable efforts to resume affected services as promptly as practicable.
19.7 No Third-Party Beneficiaries
These Terms of Use are for the sole benefit of the parties hereto. Nothing in these Terms shall create or be deemed to create
any rights in any third party, including athletes, parents, or athletic associations, except as expressly provided herein.
19.8 Notices
All legal notices required or permitted under these Terms shall be in writing and delivered to Field-IQ at the address set
forth in Section 20, and to Users at the email address associated with their account. Notices shall be deemed delivered upon
confirmed email delivery or, for physical notices, three (3) business days after deposit in the U.S. mail, postage prepaid.
19.9 Headings
Section headings in these Terms are for convenience only and shall not affect the interpretation or construction of any
provision hereof.
19.10 Electronic Agreement
You agree that your electronic acceptance of these Terms (including by clicking "I Agree," by creating an account, or by
accessing the Platform) constitutes a legally binding signature and is fully enforceable under the Electronic Signatures in
Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act as
adopted in Virginia, Va. Code Ann. §§ 59.1-479 through 59.1-497.
§ 20
Contact Information
All legal notices, Terms of Use inquiries, DMCA takedown requests, account termination requests, and other formal
communications under these Terms should be directed to:
Privacy-related requests should be directed as described in our Privacy Policy.