ALGORITHM SOCCER TERMS AND CONDITIONS OF SERVICE Complete Replacement Draft - Version 2026-10-05 IMPORTANT - FINAL LEGAL REVIEW RECOMMENDED This draft is designed as a stronger replacement for the current website terms. Because Algorithm Soccer is offered internationally and may involve consumers, clubs, academies and minors, local counsel should confirm the exact contracting entity, tax treatment, privacy notices and any mandatory rules that apply in each market before publication. Operator: American Group Sport Management (AGSM), operator of Algorithm Soccer Address: 2255 Glades Road, Suite 324, Boca Raton, FL 33431, United States Website: algorithm.soccer | Contact: applications@agsm.us Contract Summary - Key Commercial Terms This summary highlights key terms only. The full Terms and Conditions below control. Any mandatory consumer right that cannot legally be waived remains unaffected. Service Soccer-performance data analysis, KPI/metric processing, scoring tools, portal access and related digital services, according to the package purchased. Price The price displayed at checkout or in the applicable Order Form. Where the 10-match / 900-minute package is selected, the current listed price is USD 7,900 plus applicable taxes. Initial term 12 months from activation unless the Order Form states otherwise. Automatic renewal If clearly selected/accepted at checkout, the subscription renews for successive 12-month periods unless cancelled before renewal. Consumer notices and cancellation rights apply as required by law. Cancellation By account tools, web form or email to the designated cancellation address stated at checkout. No certified postal letter is required unless the customer chooses to use one. Consumers Mandatory statutory rights, including applicable cooling-off/withdrawal rights, remain preserved. Minors Only an adult parent/legal guardian or duly authorized club/academy representative may open or purchase an account involving a minor athlete. Evidence AGSM may retain contract version, checkbox consents, order data, timestamp, IP/log data and renewal/cancellation notices, subject to applicable privacy law. The service fee is consideration for the selected package, reserved portal capacity and service availability during the subscription term. Customer inactivity does not itself suspend the term or create an automatic refund, but AGSM remains responsible for making the purchased service available and performing the agreed analysis when compliant materials are submitted. TERMS AND CONDITIONS Effective date: October 5, 2026 These Terms and Conditions (the "Terms") govern access to and use of Algorithm Soccer, including the website, mobile applications, customer portal, analysis services, KPI tools, certified-score functions, video-processing services and related products (collectively, the "Services"). By creating an account, completing an order, clicking an acceptance box, signing an Order Form or using a paid Service after receiving these Terms, the customer agrees to be bound by these Terms. If the customer is acting for a club, academy, school, company or other organization, the customer confirms authority to bind that organization. 1. Contracting Party and Scope The Services are operated by American Group Sport Management (AGSM), operator of Algorithm Soccer ("AGSM", "Algorithm Soccer", "we", "us" or "our"). The person or organization purchasing or using a Service is referred to as the "Customer" or "you". The specific package, deliverables, number of matches or minutes, price, taxes, subscription term and any special commercial terms shown at checkout or in an Order Form form part of the contract. If an Order Form expressly conflicts with these Terms, the Order Form controls only for the stated commercial point. 2. Definitions • "Account Holder" means the adult person who creates or controls an Algorithm Soccer account. • "Athlete" means a player whose videos, metrics, profile or performance data are processed through the Services. • "Business Customer" means a club, academy, company, coach, agent, school, university or person acquiring the Services primarily for business or professional purposes. • "Consumer" means an individual acquiring the Services primarily for personal purposes where consumer-protection law applies. • "Customer Content" means videos, images, match information, roster data, KPI data, documents and other information supplied by or for the Customer. • "Order Form" means an online checkout page, electronic order, signed order form, invoice accepted as an order, or other written commercial record identifying the purchased package. • "Subscription" means a recurring right to access a package of Services during the applicable subscription term. 3. Eligibility, Authority and Accounts An Account Holder must be at least 18 years old and legally capable of entering into a contract. A minor athlete may be evaluated only through an account controlled by an adult parent/legal guardian or by an organization that has lawful authority to provide the athlete information and materials. You must provide accurate information, keep account credentials secure and promptly update material account details. You are responsible for activity under your account except to the extent caused by our security failure or otherwise prohibited by law. If you act for an organization, you represent and warrant that you have authority to purchase the Services and to provide Customer Content on its behalf. 4. Description of the Services Algorithm Soccer provides sports-performance technology and analysis tools. Depending on the selected package, the Services may include portal access, storage space, match-video submission, external or internal match analysis, KPI/metric data, scoring tools, player profile functions, training/exercise content and shareable performance outputs. The exact package purchased is the package described at checkout or in the Order Form. References on the website to example packages, including a 10-match / 900-minute analysis package, do not change the Order Form for a different package. Performance scores and analyses are informational sports-evaluation tools. They do not guarantee selection, employment, a transfer, a scholarship, a contract, a specific market value, sporting success or any medical outcome. 5. Formation of the Contract and Electronic Acceptance A contract is formed when the Customer completes the purchase flow and electronically accepts the Terms, signs an Order Form, or otherwise accepts a written offer that incorporates these Terms. Where required or appropriate, material clauses are presented through separate checkboxes or equivalent electronic consents. AGSM may retain electronic evidence of acceptance, including the Terms version, account identifier, order number, timestamp, IP/log information, checkbox states, confirmation emails and renewal/cancellation records. Electronic acceptance has the same contractual effect as a handwritten signature to the extent permitted by applicable law. 6. Price, Taxes and Payment The Customer must pay the price shown at checkout or in the Order Form, plus applicable taxes. Unless stated otherwise, subscription fees are due at the beginning of each subscription term. For a package priced at USD 7,900, that amount is the contractual package price before taxes only if that package is the one actually selected in the applicable Order Form. If a payment method fails, we may request an alternative lawful payment method, suspend paid functionality after reasonable notice, and use lawful collection procedures. We will not impose collection charges or penalties that are prohibited by applicable law. For disputed amounts, the Customer should contact us promptly with the basis of the dispute. The existence of a dispute does not prevent either party from preserving its legal rights. 7. Activation, Reserved Capacity and Customer Cooperation Upon activation, AGSM may create a reserved account/database environment and allocate digital and analytical capacity for the Customer. The Customer must provide usable videos, match lists, athlete identifiers and other reasonably required information in the requested format. Customer inactivity, failure to upload videos, a change of club, lack of matches or a decision not to use available capacity does not by itself cancel the Subscription or automatically create a refund right, subject always to mandatory withdrawal, cancellation and refund rights under applicable law. AGSM remains responsible for keeping the purchased Service reasonably available during the paid term and for performing the agreed analysis when the Customer submits compliant materials. If AGSM materially fails to provide a paid Service, the Customer retains any remedy available under these Terms and applicable law. 8. Analysis Timing and Customer Materials Estimated processing times are service targets, not guarantees, unless a written Order Form expressly states a guaranteed deadline. Processing may depend on video quality, completeness of data, workload, third-party analyst availability and technical conditions. If submitted material is incomplete, corrupted, inaccurate or unusable, AGSM may request replacement material and the processing period will run from receipt of usable material. The Customer is responsible for the accuracy of roster information, match identification and any metric values entered manually by the Customer. A score based on false, manipulated or materially inaccurate data may be marked uncertified, corrected, suspended or removed. 9. Subscription Term and Automatic Renewal Unless the Order Form states otherwise, a Subscription has an initial term of 12 months beginning on the activation date. AUTOMATIC RENEWAL APPLIES ONLY IF IT IS CLEARLY DISCLOSED AND ACCEPTED IN THE PURCHASE FLOW. If accepted, the Subscription automatically renews for successive 12-month terms unless cancelled before the renewal date using an available cancellation method described in Section 10. For Consumers, AGSM will provide any renewal reminder required by applicable law. For a Florida consumer contract within the scope of Florida Statutes section 501.165, AGSM will provide the required written or electronic reminder within the statutory window before the applicable cancellation deadline. A renewal charge will be the price disclosed for the renewal term. If we propose a material price increase for a renewal term, we will give advance notice and any cancellation right required by applicable law before the increase takes effect. 10. Cancellation and Non-Renewal A Customer may stop a future automatic renewal by using the cancellation function made available in the account or purchase flow, by submitting the designated web cancellation form, or by sending written notice to the cancellation email address identified at checkout or on the website. We will not require a more burdensome cancellation method than the method required by applicable law. Cancellation of renewal prevents the next renewal but does not ordinarily terminate or refund the current paid term, except where a statutory withdrawal/refund right applies or AGSM agrees otherwise in writing. We will send or display confirmation of a successfully submitted cancellation request and retain an internal record of the request. 11. Consumer Withdrawal / Cooling-Off Rights Nothing in these Terms limits a mandatory consumer right. If a Consumer is legally entitled to a cooling-off or withdrawal period, that right applies in addition to these Terms. For EU/EEA consumers purchasing at a distance, the statutory withdrawal period is generally 14 days from conclusion of a service contract, subject to applicable exceptions. If a Consumer expressly requests that performance begin during the withdrawal period, the Consumer may be responsible for a proportionate amount for services already supplied where the law allows. Loss of a withdrawal right for fully performed services or qualifying digital content will apply only where all legally required express consents and acknowledgements have been obtained. A model withdrawal form is included in Annex B for convenience. Consumers are not required to use that exact form where applicable law permits another clear statement of withdrawal. 12. Minor Athletes and Authorization Algorithm Soccer is not sold directly to a minor. Where Customer Content concerns a minor, the adult Account Holder must be the minor’s parent/legal guardian or a duly authorized representative of a club, academy, school or other organization with a lawful basis to provide the material. The Account Holder represents that all necessary permissions, image/video rights, notices and consents have been obtained before uploading or sharing Customer Content concerning a minor. The Account Holder must not upload sensitive health or medical information unless expressly requested by the Service and lawfully authorized. AGSM may request evidence of authorization and may restrict or remove material if authorization is reasonably in doubt. 13. Customer Content, Video and Performance Data The Customer retains ownership of Customer Content. The Customer grants AGSM and its service providers a limited, non-exclusive license to host, copy, process, analyze, transmit and display Customer Content only as reasonably necessary to provide, secure, improve and support the Services and to comply with law. The Customer warrants that it has the rights and permissions necessary to provide Customer Content and that doing so does not unlawfully infringe privacy, publicity, copyright or other third-party rights. Public sharing of athlete results or profiles will occur only through functionality selected by the Customer or with another appropriate legal basis. 14. Privacy and Data Protection Personal data will be handled in accordance with the Algorithm Soccer Privacy Policy and applicable data-protection law. The Privacy Policy should identify the controller, purposes, legal bases, categories of data, recipients/processors, retention periods, rights, contact method and any international-transfer safeguards that apply. AGSM may use hosting, analytics, communications and sports-analysis providers in the United States or other countries. Where applicable law requires safeguards for international transfers, AGSM will use an appropriate legal mechanism. The Customer must not use the Services to collect, upload or disclose personal data unlawfully. Organizations using the Services for athletes are responsible for providing any notices and obtaining any permissions they are legally required to provide or obtain. 15. Acceptable Use and Prohibited Conduct • Do not use the Services unlawfully, fraudulently or to violate another person’s rights. • Do not upload malicious code, attempt unauthorized access, perform denial-of-service activity, bypass security, scrape data at scale, or interfere with the platform. • Do not falsify athlete metrics, impersonate another person, create unauthorized accounts, or misrepresent affiliation with a club or organization. • Do not reverse engineer, copy, reproduce or commercially redistribute proprietary software, scoring logic, protected training content or confidential platform materials except where applicable law expressly permits it. • Do not collect or use another user’s personal data without lawful authority. 16. Analysts, Subcontractors and Non-Circumvention AGSM may use qualified third-party analysts or service providers to perform parts of the Services. Such providers may be subject to confidentiality and data-protection obligations appropriate to their role. A Business Customer must not intentionally bypass AGSM to obtain substantially the same contracted analysis directly from a subcontractor first introduced to the Business Customer solely through Algorithm Soccer for the purpose of avoiding agreed fees during the active subscription and for 12 months after the relevant introduction. This restriction does not apply to Consumers, to pre-existing relationships, or where enforcement would be prohibited by law. There is no automatic USD 30,000 penalty under these Terms. For a proven intentional circumvention by a Business Customer, AGSM may seek the direct losses and other remedies actually available under applicable law. Any separate liquidated-damages clause must be expressly negotiated and signed in a Business Order Form. 17. Intellectual Property Algorithm Soccer, its software, interfaces, branding, scoring methodology, documentation, training content and other proprietary materials are owned by or licensed to AGSM and are protected by applicable intellectual-property laws. During the paid term, the Customer receives a limited, non-exclusive, non-transferable right to use the Services for the purposes of the purchased package. No ownership of the platform or proprietary methodology is transferred. 18. Scores, Reports and No Guarantee of Sporting Outcome Scores, KPIs, reports, rankings and other outputs are analytical assessments based on submitted data, methodologies and available inputs. They may contain limitations or errors and should be considered together with professional judgment. AGSM does not guarantee a particular valuation, ranking, recruitment outcome, club interest, employment, scholarship, transfer, visa, federation decision, medical result or sporting result. The Services are not medical advice and are not a substitute for evaluation by qualified medical or health professionals. 19. Service Changes and Availability We may make reasonable technical, security or functional changes that do not materially reduce the core paid Service. Material adverse changes to a paid package during a fixed term will not be imposed retroactively unless required by law or necessary for security, and any mandatory remedy remains available. Planned maintenance, emergency maintenance, third-party outages and events beyond reasonable control may temporarily affect availability. We will use commercially reasonable efforts to restore the Service. 20. Suspension and Termination for Cause AGSM may suspend an account where reasonably necessary to address security risks, unlawful activity, non-payment after notice, material breach, rights infringement or misuse of the platform. Either party may terminate for a material breach that remains uncured after reasonable written notice where cure is possible. Immediate termination may occur for fraud, serious security abuse or unlawful activity where delay would create material risk. Termination does not eliminate accrued payment obligations or rights that arose before termination, but no provision creates a payment obligation that applicable law does not permit. 21. Refunds and Service Credits Refunds are available where required by law, where expressly stated in the Order Form, or where AGSM agrees in writing. Customer non-use alone does not create an automatic refund right. Where AGSM materially fails to provide a paid Service and does not cure within a reasonable period after notice, AGSM may, as appropriate, re-perform the Service, provide a reasonable service credit, extend access, or refund the affected portion, subject to mandatory legal remedies. 22. Disclaimers To the maximum extent permitted by law, the Services are provided on an "as available" basis. AGSM does not warrant that the Services will be uninterrupted or completely error-free. Nothing in these Terms excludes warranties, guarantees or remedies that cannot legally be excluded for a Consumer. Any disclaimer is therefore limited by mandatory law. 23. Limitation of Liability To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive or consequential losses, or for lost profits or lost business opportunity, arising from the Services, except where such exclusion is prohibited by law. For a Business Customer, AGSM’s aggregate liability arising out of the affected Order Form will not exceed the amount actually paid by that Customer to AGSM for the affected Service during the 12 months preceding the event giving rise to the claim. The limitations in this Section do not apply to liability that cannot lawfully be limited, including liability for fraud or willful misconduct and, where applicable, death or personal injury caused by negligence. Mandatory Consumer rights are not limited. 24. Business Customer Indemnity A Business Customer will indemnify AGSM against third-party claims arising from the Business Customer’s unlawful Customer Content, lack of required rights/permissions, or intentional misuse of the Services, to the extent caused by the Business Customer and permitted by law. This Section does not apply to a Consumer acting outside a business or professional activity. 25. Changes to These Terms The Terms version accepted for a paid fixed term governs that term except for changes required by law, security-related changes that do not materially reduce contractual rights, or changes expressly accepted by the Customer. For renewal terms, AGSM may update the Terms by giving reasonable advance notice. If applicable law gives the Customer a right to reject a material change or cancel before renewal, AGSM will honor that right. The website must display the effective date and version of the Terms. AGSM should preserve prior versions associated with completed orders. 26. Governing Law and Disputes For Business Customers, unless an Order Form states otherwise, these Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules, and the parties consent to the state and federal courts located in Palm Beach County, Florida for disputes arising from the contract. For Consumers, the preceding choice of law and forum applies only to the extent permitted by mandatory consumer law and does not deprive a Consumer of any non-waivable protection or forum available under the law of the Consumer’s habitual residence. Before filing a claim, the parties are encouraged to send a written notice describing the dispute and allow a reasonable period for good-faith resolution, except where urgent relief or a legal deadline makes that impracticable. 27. Notices Contract notices may be sent electronically to the email address associated with the account or to another address designated in writing. Renewal and cancellation notices will use the method required by applicable law. Notices to AGSM should be sent to the contact address or designated legal/cancellation email published on algorithm.soccer. A Customer is responsible for keeping its email address current. 28. Assignment The Customer may not assign a paid account or this contract without AGSM’s written consent, except as required by law. AGSM may assign the contract in connection with a merger, reorganization, sale of business or transfer of the Algorithm Soccer service, provided that mandatory Customer rights are preserved. 29. Entire Agreement, Severability and Waiver These Terms, the applicable Order Form, the Privacy Policy and any documents expressly incorporated by reference constitute the agreement for the purchased Service. Marketing statements do not override the written contract unless expressly incorporated. If a provision is found unenforceable, it will be enforced to the maximum lawful extent or severed, and the remaining provisions will continue in effect. A failure to enforce a provision on one occasion is not a waiver of future enforcement. 30. Language and Electronic Records The English version is the controlling version unless applicable law requires otherwise or a signed Order Form provides a different controlling language. The parties agree that electronic records, confirmations, logs and copies may be retained and used to evidence the contract, subject to applicable evidentiary and privacy rules. Electronic Acceptance Record The website or order system should record the following fields for every purchase: • Customer / organization name and account email; • Order ID and package selected; • Price, taxes and subscription term; • Terms version and Privacy Policy version; • Date/time and electronic acceptance method; • Checkbox/consent states, including automatic renewal where applicable; • IP/log information to the extent lawfully collected; • Confirmation email or downloadable copy of the accepted terms; • Any later renewal notice, cancellation request and cancellation confirmation. ANNEX A - Recommended Website Acceptance Text The following wording is designed for the checkout/registration flow. The checkboxes should not be pre-ticked. Required Terms checkbox ☐ I have read and agree to the Algorithm Soccer Terms and Conditions and Privacy Policy, and I confirm that I am at least 18 years old and authorized to enter into this agreement. Automatic Renewal checkbox ☐ I expressly agree that my 12-month subscription will automatically renew for successive 12-month periods at the disclosed renewal price unless I cancel before the renewal date using the available cancellation methods. I understand that renewal reminders will be provided where required by law. Immediate Performance checkbox - use where legally relevant ☐ I expressly request that Algorithm Soccer begin providing the service during any statutory withdrawal period. I understand that, where the law allows, I may have to pay a proportionate amount for services supplied before I withdraw, and that I may lose a withdrawal right after full performance or for qualifying digital content only where the legal requirements for that loss are satisfied. Minor Athlete Authorization checkbox ☐ If I submit information or videos concerning a minor, I confirm that I am the parent/legal guardian or a duly authorized representative of the relevant organization and that I have the permissions required to provide and process those materials. ANNEX B - Model Consumer Withdrawal Form Use this form only if you wish to withdraw from the contract and applicable law gives you a withdrawal right. To: American Group Sport Management (AGSM) / Algorithm Soccer 2255 Glades Road, Suite 324, Boca Raton, FL 33431, United States Email: [publish the designated consumer/contract email] I hereby give notice that I withdraw from my contract for the following Algorithm Soccer Service: ______________________________ Ordered / contract concluded on: ______________________________ Customer name: ______________________________________________ Customer address: ____________________________________________ Account email / Order ID: _____________________________________ Signature (only if sent on paper): ______________________________ Date: ______________________________ ANNEX C - Automatic Renewal Reminder Template Subject: Important - Your Algorithm Soccer subscription is scheduled to renew Your Algorithm Soccer subscription is scheduled to renew on [DATE] for another [12-month] term at [PRICE + TAXES], unless you cancel before [CANCELLATION DEADLINE, if any]. You can review the renewal terms and cancel using: [ACCOUNT LINK / WEB FORM / EMAIL]. If you cancel, your current access will continue until the end of the paid term unless otherwise required by law. Questions: [CUSTOMER SERVICE EMAIL]. INTERNAL IMPLEMENTATION CHECKLIST - REMOVE BEFORE WEBSITE PUBLICATION These notes are operational and should not be published as part of the customer contract. 1. Confirm the exact legal name of the contracting AGSM entity and use it consistently on the website, checkout, invoices and receipts. 2. Replace the current single checkbox with separate unticked consent boxes for Terms, automatic renewal, immediate performance/withdrawal acknowledgment where applicable, and minor-athlete authorization where applicable. 3. Create a cancellation method that is at least as easy as the purchase method: account button, web form and/or designated email. Do not rely on certified postal mail as the only cancellation method. 4. Configure automatic-renewal reminders for jurisdictions that require them. For Florida consumer service contracts within section 501.165, send the reminder within the required statutory window before the cancellation deadline. 5. Store immutable evidence of the exact Terms version accepted by each customer. A current website copy is not proof of what a customer accepted in an earlier year. 6. Email the customer a confirmation/order receipt containing or linking to a downloadable copy of the accepted Terms and the renewal/cancellation information. 7. Publish a separate, complete Privacy Policy. Add a processor/subprocessor list and international-transfer mechanism where required. 8. Add a minor-athlete workflow: adult account holder, authority confirmation, video/image permissions, and no unnecessary health/medical data. 9. Remove the current automatic USD 30,000 penalty from standard consumer terms. If a genuine B2B non-circumvention liquidated-damages term is commercially necessary, have counsel draft and negotiate it in a separate Business Order Form. 10. Do not retroactively apply this 2026 version to earlier contracts. Preserve historical terms, acceptance records and communications for each prior customer. 11. Use the Order Form to state package details rather than hardcoding all commercial details in the Terms, so package quantity and pricing can change without creating inconsistencies. 12. Have counsel review the final Privacy Policy, governing-law clause, consumer withdrawal flow, tax language and any jurisdiction-specific sales requirements before publishing. Internal Change Summary Current Risk Area Replacement Approach Why It Is Stronger Four-month cancellation by certified letter only Easy electronic cancellation before renewal Clearer, more consumer-friendly and better aligned with recurring-contract rules. Automatic renewal buried in long text Separate renewal disclosure + explicit checkbox + reminder process Creates better evidence of informed assent. Conflicting 14-day withdrawal / immediate-service language Dedicated consumer withdrawal clause + explicit immediate-performance consent Avoids claiming loss of rights without required consent. Minor purchase tied to internet-line owner Adult account holder + parental/organizational authorization Removes an unreliable liability theory and addresses youth data directly. $30,000 automatic penalty B2B-only non-circumvention + provable remedies; separate negotiated liquidated damages if needed Reduces risk of an excessive or unfair standard-term penalty. Broad AS-IS / no-liability language Balanced disclaimers + liability cap + mandatory-right carveouts More likely to survive consumer and general enforceability review. Italian law / vague consumer forum Florida B2B law/forum + mandatory consumer protections preserved Provides a clearer commercial forum without attempting to waive non-waivable consumer rights. Current terms can change by email Versioned terms; fixed-term protections; renewal changes with notice Improves certainty and evidence. END OF DRAFT Prepared as a replacement drafting template for Algorithm Soccer. Before publication, delete the Internal Implementation Checklist and Internal Change Summary, confirm the contracting entity details, and obtain final legal review for the markets in which the service will be sold.