Terms & Conditions to the Sports Organization AgreemenT
Last Updated: December 18, 2025
This document outlines the terms and conditions (“Terms & Conditions”) attached to the Sports Organization Agreement entered into by and between your sports organization (“You” or “Your”) and Propel Pro LLC, a Delaware limited liability company (the “Propel Pro”) (each, a “Party” or collectively “Parties”) with respect to remote coaching services offered to You through the Propel Pro app and other online services (“App” or “Online Services”). For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
1. Parental Consent Forms / Coach Background Checks:
A. Parental Consent: Before Your athletes under the age of eighteen (18) are onboarded to the App, You agree to deploy Propel Pro’s Parental Consent Form to parents and/or legal guardians of minor athletes on Your sports organization, collect signatures in accordance with COPPA requirements and state and federal laws, and send such forms to Propel Pro for their records. Please note the law does not allow electronic signatures on consent forms for children under the age of 13, and parents/legal guardians must print and sign such forms and return them in-person or via a scanner or photo image of the original signature on the forms. For minors 13 or older, electronic signatures of parents/legal guardians are permitted. Propel Pro reserves the right to refuse an athlete of Yours access to its Online Services or subsequent use thereto in its sole discretion.
B. Background Checks: Before Your coaches are onboarded to the App, you agree to (i) provide Propel Pro with a copy of Your sports organization’s recent background checks conducted on such coaches, and (ii) assist Propel Pro in obtaining signatures from Your coaches on any document(s) required by Propel Pro of its coaches on the Online Services (e.g., club coach agreement and/or waivers, and rules of the App). Propel Pro reserves the right to refuse a coach of Yours access to its Online Services or subsequent use thereto in its sole discretion. Nothing in this Agreement prevents Propel Pro from inviting Your coaches to participate as a Propel Pro Coach on the App, wherein such coaches would be eligible to offer coaching services to athletes not from Your sports organization for a fee.
2. Ownership / IP Licenses:
A. Ownership: Your sports organization name, logos and other trademarks (“Your Marks”), materials submitted by You to Propel Pro for effectuating the Agreement (“Your Materials”), and training programs are Your proprietary information and the copyright, trademarks and patents therein are owned by You, and all goodwill associated therewith shall inure solely to Your benefit. Propel Pro’s name, logos and other trademarks (“Propel Pro Marks”) and training programs are Propel Pro’s proprietary information and the copyright, trademarks and patents therein are owned by Propel Pro, and all goodwill associated therewith shall inure solely to Propel Pro’s benefit. Further, Propel Pro’s Online Services, platform, platform updates and customizations, editing tools and related video/audio, software (including source code and object code), software updates and customizations, software documentation, software designs, interfaces, technology, methodologies, writings, reports, lists, notes, artwork, illustrations, drawings, schematics, case studies, system architecture plans, and Your feedback related thereto, are Propel Pro’s proprietary information and the copyright, trademarks and patents therein are owned by Propel Pro, and all goodwill associated therewith shall inure solely to Propel Pro’s benefit. All other rights are reserved by each Party.
B. Licenses / Consent for Press Releases: You grant Propel Pro a royalty-free, non-exclusive license (subject to Section 6) in perpetuity throughout the world to use Your Marks and Your Materials on the Online Services for the purposes outlined in the Agreement, and for the promotion and advertising thereof in any and all media now known or hereafter devised; provided, however, Propel Pro agrees after the term not to use Your Marks to imply an ongoing business relationship where there is none (e.g., historical references are acceptable). Propel Pro grants You a royalty-free, non-exclusive, non-transferrable limited license during the term of the Agreement to use Propel Pro Marks to effectuate the purpose of the Agreement (i.e., onboard Your coaches and athletes to the App). Each Party agrees not to issue a press release about the other Party without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed; provided, however, Propel Pro may issue a press release without Your consent where You are not the sole sports organization mentioned therein (e.g., a release listing various sports organizations that have joined Propel Pro).
3. Data / Privacy: You and Propel Pro shall individually own the athlete, coach and other user data (“User Data”) collected for its own purposes under the Agreement as independent data controllers, wherein each Party has different purposes for using such data after collection. The Parties do not intend hereunder to be joint controllers according to how that term is generally understood and used in accordance with applicable law pertaining to privacy and data security, and each Party has the right to act independently of the other pertaining to use of User Data, as well as user requests to handle such data (e.g., erasure requests, correction requests). Users of the Online Services are subject to Propel Pro’s Privacy Policies, Terms of Service and End User License Agreements found via the App.
4. Confidentiality / Nondisclosure: You agree at all times during the term of the Agreement and thereafter to hold in strictest confidence, and not to use except for the benefit of Propel Pro or to disclose to any person, firm or corporation without written authorization of Propel Pro, any Confidential Information, as defined below. You understand that “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of Propel Pro, including, but not limited to, research, plans, products, projects, services, customer/user lists and customers/users, vendor lists and vendors, coach lists and coaches, athlete lists and athletes, partner lists and partners, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, marketing, finances, strategic information or other business information of Propel Pro, including without limitation, Propel Pro's plans and arrangements with respect to the financing, production, distribution and/or exploitation of its projects, and any and all rights described herein and any information relating to the business or interests of Propel Pro, and/or its officers, directors, principals, shareholders, affiliates, employees, contractors, executives, customers and clients. You further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of You or of others who were under confidentiality obligations as to the item or items involved. Confidential Information may be disclosed by You if such disclosure is required: (1) in response to an order of a court of competent jurisdiction; (2) in response to an inquiry or order issued by a state or federal agency of competent jurisdiction; or (3) to comply with any reporting obligation to any federal or state agency. No such disclosure shall be made, however, without first providing Propel Pro advance written notice sufficient to allow it to oppose such disclosure and/or seek implementation of protective procedures which will preserve the confidentiality of the information in question. In the event You are served with a subpoena or other document which would require You to disclose Propel Pro’s Confidential Information, You shall immediately send a copy thereof to Propel Pro.
5. Non-Solicitation: To the fullest extent permitted by law, You agree that during the term of this Agreement, and for a period of two (2) years thereafter, You will not directly or indirectly disrupt, damage, impair, or interfere with Propel Pro’s business by soliciting, enticing, inducing or influencing any person who is engaged as an employee or subcontractor of Propel Pro (including, but not limited to, its pro and elite coaches and specialty coaches, even if such coaches were made available to Your sports organization during the term) to terminate his or her relationship with Propel Pro for any reason, raiding Propel Pro’s employees or subcontractor, or in any way unfairly interfere with the relationship between Propel Pro and any of its employees or subcontractors.
6. Non-Competition during Term: To the fullest extent permitted by law, You shall not directly or indirectly grant a license to Your Marks or engage in other business activity in competition with Propel Pro during the term of this Agreement. Nothing in this Agreement shall be interpreted as a limitation on Your right to engage in a lawful profession, trade or business, as protected by California’s Business & Professions Code Section 16600 et seq. or other and any other similar statutory or case law authority of the United States of America, of any state, territory or possession thereof.
7. Non-Disparagement: You agree not to disparage Propel Pro, its products or services (including, without limitation, the App), or its parent(s), subsidiary(ies), partners or affiliates, or their respective directors, officers, employees, partners and agents, or take any action which could reasonably be expected to adversely affect such parties’ personal or professional reputations. This section shall survive the termination or earlier expiration of this Agreement.
8. Representations & Warranties: Each Party represents and warrants that: (a) it has the power and authority to execute, deliver and fully perform its obligations under the Agreement, and (b) it will abide by all laws in the performance of this Agreement.
9. Mutual Indemnification: Each Party agrees to defend, indemnify and hold the other Party and such other Party’s parent, subsidiary and affiliated companies and the directors, officers, employees and agents of each, harmless from and against any and all third party claims, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees and expenses (collectively, “Claims”), arising from or relating to (i) the use of the other party’s marks without modification; (ii) any alleged or actual breach of the indemnifying Party’s obligations, covenants, agreements, warranties or representations hereunder; and/or (iii) any agreements with third parties entered into by the indemnifying Party. You further agree to indemnify Propel Pro for any Claims pertaining to Your sports organization that do not involve facts relevant to use of the Online Services (e.g., claims by Your coaches pertaining to their engagement with You, claims by Your athletes and/or their families for incidents which occurred during Your sports organization practice or games not relating to use of the Online Services). The indemnifying Party shall have the right to control the litigation or other action with respect to which it has an indemnification obligation, provided it does so diligently and in good faith, and to select its own counsel. The indemnified Party may also be represented with counsel of its own choosing at its own expense. The indemnified Party shall fully cooperate with the indemnifying Party in conducting the defense of any such Claims and/or proceedings related thereto. The representations, warranties and indemnities of the Parties hereunder shall survive the expiration or earlier termination of this Agreement.
10. Dispute Resolution: Governing Law / Arbitration / Venue / Waiver of Jury Trial.
A. Governing Law: This Agreement shall be deemed executed and delivered within the State of New York, is made in contemplation of its interpretation and effect being construed in accordance with the laws of said state applicable to agreements fully executed and performed in said state, and it is expressly agreed that it shall be construed in accordance with the law of the State of New York without giving effect to the principles of the conflicts of laws.
B. Dispute Resolution / Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (“Dispute”), shall first be referred to each Party’s most senior executive primarily responsible for such matter who shall work in good faith to promptly resolve such matter as soon as possible (“Pre-Arbitration Mediation Process”). The Parties agree that if any Dispute related to this Agreement cannot be resolved through the Pre-Arbitration Mediation Process within thirty (30) days, such Dispute shall be settled by arbitration administered by JAMS located in New York City, New York and in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. There shall be a single, neutral arbitrator appointed as provided in the JAMS Rules. At either party’s request, the arbitrator will issue a protective order to maintain the confidentiality of information shared during the proceedings. The arbitrator may award costs and fees to the prevailing party, including reasonable administrative fees, arbitrator fees, travel expenses, and attorneys’ fees. The parties agree the arbitrator shall not be permitted to add to or remove from this Agreement, find any provision unconscionable or unenforceable, or award punitive damages or any remedies prohibited by this Agreement. The parties agree that the process set forth in this section shall be the exclusive means for resolving all Disputes and that any arbitration conducted pursuant to this Agreement shall be limited to the Disputes between You and Propel Pro. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (III) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER.
C. Venue / Waiver of Jury Trial: For matters which by law cannot be resolved by mandatory arbitration (i.e., sexual harassment and sexual assault), and a Party hereunder does not wish to arbitrate such matter, the Parties agree that any such Dispute related to this Agreement must be venued in any court of competent jurisdiction in the State of New York located in the city of New York, and the parties submit to the jurisdiction thereof. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND TRIAL BY JURY FOR ANY ACTION, PROCEEDING, AND/OR COUNTER-CLAIM ARISING FROM AND/OR IN RELATION TO THIS AGREEMENT.
11. Termination:
A. Upon Breach: Either Party may termination this Agreement upon the breach or default of an obligation, representation and/or warranty hereunder by the other Party of this Agreement by the other Party, wherein such breaching Party does not cure (if curable) such breach within ten (10) days of receipt of a written notice of the breach.
B. Other Rights of Termination: In addition to the rights of the Parties set forth herein, and without prejudice to any other rights and remedies, either Party may terminate this Agreement, by written notice to the other Party, upon the occurrence of any of the following: (a) the admission by the other Party of its inability to pay its debts as they fall due, (b) the filing of a voluntary petition in bankruptcy by the other Party, (c) the filing of an involuntary petition to have the other Party declared bankrupt, provided such petition shall not have been dismissed, stayed or vacated within sixty (60) days thereafter, (d) the appointment of a receiver or trustee for the other Party or for any substantial portion of its assets, (e) the making by the other Party of an assignment for the benefit of creditors or the settlement or compounding by the other Party of claims with its creditors, or (f) the discontinuance of business by the other Party.
C. Effect of Termination: Termination shall not affect a Party’s ownership of its intellectual property described hereunder. Upon termination You will return or destroy all materials provided by Propel Pro up to the date of termination.
12. Limitation of Liability / Disclaimer of Warranties:
A. Limitation of Liability. In the event of a breach of this Agreement, Your sole remedy shall be at law for monetary damages, if any, and in no event shall You be entitled to equitable or injunctive relief of any kind. Propel Pro shall not be liable to You, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this Agreement, even if Propel Pro has been advised of the possibility of such damages or liability, nor shall Propel Pro’s aggregate liability for any other damages arising out of this Agreement exceed the fees paid to Propel Pro under the Agreement in the twelve (12) months preceding the date in which the event giving rise to such alleged liability took place.
B. Disclaimer of Warranties. The Online Services, Platform, software, and products and services given away or sold under the Propel Pro brand or other brands are provided on an “as is” basis, and Propel Pro expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Propel Pro specifically disclaims any warranty or representation that any Propel Pro Online Services, platform, product, service, software, materials or content shall be provided by Propel Pro without interruption or be error-free.
13. Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither Party will be liable for any delays in the performance or non-performance of any of its obligations hereunder due to causes beyond its reasonable control, including earthquake, fire, strike, war, riots, acts of any civil or military authority, international trade restrictions, immigration restrictions, or restrictions on operating platforms or live events, acts of God, judicial action, changes in applicable law, unavailability or shortages of labor, materials or equipment, terrorism or threat thereof, outbreak of disease or other public health hazard. In such an event, the Party unable to meet its obligations will promptly notify the other in writing of the circumstances.
14. Notice: Any notice pertaining hereto shall be in writing and shall be served by delivering said notice or payment personally or by sending it by mail or overnight delivery to the addresses set forth below, as applicable (or as subsequently designated in writing). The date of personal delivery, mailing, or overnight delivery of such notice or payment shall be deemed the date of service of such notice or payment, unless otherwise specified herein.
15. Insurance/Miscellaneous Provisions: Each Party agrees to carry liability insurance policy(ies) sufficient to cover the risks posed under this Agreement. This Agreement may be modified, altered, or amended only by a written amendment hereto that is expressly referred to as such and executed by both Parties; and shall not be modified, abrogated, superseded, or otherwise altered by the terms and conditions of Your purchase orders or of any other business forms employed by You. Nothing in the Agreement shall be deemed to make one Party a joint venture, partner or agent of the other. Failure to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition, nor shall it restrict the right to subsequently enforce such term or condition in the future. Propel Pro may assign any or all of its rights herein. You shall not have the right to assign its rights or delegate its obligations under this Agreement without Propel Pro's prior written consent, and any attempted assignment without such consent shall be null and void ab initio. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement may be signed in multiple counterparts, each of which will be considered an original, and all of which will be considered one and the same document. This Agreement may be executed via electronic transmission and electronic signature, and shall have the same legal effect as handwritten signatures for validity, enforceability, and admissibility in evidence. Electronic signature shall mean "any electronic sound, symbol, or process attached to or logically associated with a contract and executed or adopted by a person with the intent to sign the record.” Upon expiration or termination of this Agreement all defined terms as well as the following provisions shall survive: Sections 8 (Terms & Conditions and Arbitration) and 9 (Entire Agreement) of the Sports Organization Agreement, and Sections 2-5 and 7-15 of these Terms & Conditions.
