SCOUTFORGE - Terms of Service

Last updated: October 7, 2026

Effective: October 7, 2026

These Terms of Service (together with all documents, schedules, and exhibits expressly incorporated by reference herein, these "Terms" or this "Agreement") constitute a binding legal agreement between Scoutforge, Inc., a Delaware corporation, together with its subsidiaries and affiliates ("ScoutForge", "Company", "we", "us", or "our"), and the individual or entity that accesses, registers for, or uses the Platform ("you", "your", or "User"). ScoutForge operates a global football (soccer) scouting marketplace and related websites, applications, dashboards, and services (collectively, the "Platform") that connect verified human scouts with football clubs, academies, and licensed or unlicensed agents and intermediaries.

PLEASE READ THESE TERMS CAREFULLY. These Terms include an agreement to resolve disputes through binding individual arbitration and a waiver of class actions in Section 29, and important limitations on the Company’s liability in Sections 26 and 27. By clicking to accept these Terms, creating an account, or accepting an invitation to the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the ScoutForge Privacy Policy. If you do not agree, you must not access or use the Platform.

If you enter into these Terms on behalf of a company, club, academy, agency, or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “you” and “User” refer to that entity.

1. The Platform and Its Core Principles.

1.1 Purpose.The Platform is built around human scouting. Its purpose is to help ensure that football talent is not overlooked because of geography, resources, or connections, and to ensure that the scouts who perform on-the-ground work are recognized, credited, and rewarded. Human scouting is primary and data is secondary.

1.2 Marketplace and Intermediary Role.ScoutForge provides an online marketplace, communication tools, verification tooling, and payment-facilitation services that enable Users to discover one another and to contract for scouting services. Except as expressly stated in these Terms, ScoutForge is not a party to any engagement, gig, report purchase, transfer, signing, registration, or other transaction between Users. ScoutForge is not a football agent, intermediary, club, academy, scout, employer, or fiduciary of any User, and does not represent, endorse, or guarantee any User, Player, report, or opinion made available through the Platform.

1.3 Neutrality.ScoutForge remains neutral with respect to agency, representation, and transfer relationships. ScoutForge does not take, and will not take, any success fee, transfer fee, sell-on fee, or commission of any kind on player transfers, signings, registrations, or agent or intermediary commissions. The Company’s compensation is limited to the subscription fees and the gig and access commissions described in Section 11.

2. Definitions.

In addition to terms defined elsewhere in these Terms, the following definitions apply:

"Agent"means a football agent, intermediary, agency, or similar representative who registers for the Platform in that capacity, whether or not licensed under applicable regulations.

"Club"means a football club, academy, or similar organization (and its authorized users) that registers for the Platform to discover talent and engage Scouts.

"Scout"means an individual who registers and is verified to provide scouting, watching, reporting, trial-assessment, analysis, or related services through the Platform.

"Player"means a football player whose profile, videos, progress data, or information is made available through the Platform, and, where the Player is a minor, includes the Player’s Parent acting on the Player’s behalf.

"Parent"means a parent or legal guardian who holds authority to consent on behalf of a minor Player.

"Gig"means a discrete scouting engagement posted, accepted, and performed through the Platform, including watches, trials, deep-dive assessments, references, and online tactical analysis.

"Gig Fee"means the amount payable by a Club or Agent to a Scout for a Gig, exclusive of the Platform’s commission.

"Content"means any information, text, video, image, audio, report, notebook entry, rating, review, message, link, data, or other material submitted, uploaded, posted, linked, or transmitted through the Platform.

"Report"means a scouting report commissioned by a Club or Agent and prepared by a Scout through a Gig.

"Notebook"means a Scout’s own compilation of reports, observations, or notes that the Scout offers or makes available through the Platform, whether publicly or on a paid-access basis.

"Certificate of Discovery"has the meaning given in Section 8.

"Escrow"means the payment-holding arrangement described in Section 12 and Exhibit A.

3. Eligibility and Invitation-Only Access.

3.1 Age and Capacity.The Platform is intended for Users who are at least eighteen (18) years of age and who have the legal capacity to enter into a binding contract. A minor Player may participate only through, and under the supervision of, a Parent in accordance with Section 18. Except through a Parent as expressly permitted, you may not register or use the Platform if you are under eighteen (18) years of age.

3.2 Invitation-Only Onboarding.During an initial period following launch, access to the Platform is by invitation only and may be limited, staged, or restricted by role or region in the Company’s discretion (the "Invitation Phase"). An invitation is personal to the recipient, is non-transferable, and may be revoked at any time. The Company may accept, reject, waitlist, or revoke any application or invitation for any lawful reason.

3.3 Accurate Information.You agree to provide true, current, and complete information during registration and verification and to keep that information updated. The Company may refuse, suspend, or terminate access where information is inaccurate, incomplete, or cannot be verified.

3.4 Accounts and Security.You are responsible for safeguarding your account credentials and for all activity occurring under your account. You must notify the Company promptly of any unauthorized use. Accounts are personal to the registered User and may not be shared, sold, or transferred without the Company’s prior written consent. For Club accounts, seats are licensed to named individual users and may not be shared among persons beyond the number of seats purchased.

4. User Roles and Permitted Use.

4.1 Roles.The Platform supports distinct User roles, which at launch include Scouts, Agents, and Clubs, and which will include Players and Parents when Player-facing features become available. The Company may add, modify, combine, or discontinue roles and the features available to each role at any time. Certain features described in these Terms may be introduced in phases and may not be available to every User at every time.

4.2 Permitted Use.Subject to your continued compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for its intended purpose and for your internal business or professional use. You may not use the Platform for any purpose that is unlawful or prohibited by these Terms.

4.3 Communication Restrictions.Only Scouts, Agents, and Clubs may communicate with one another through the Platform’s messaging tools. Clubs may view Player profiles but direct messaging between Clubs and Players is not permitted. You must conduct all Gig-related communication and negotiation through the Platform’s tools and must not use the messaging features to circumvent the Platform in violation of Section 14 or to harass, defraud, or solicit any User outside the scope of these Terms.

5. Scout Obligations and the No-Outsourcing Rule.

5.1 Verification and Standing.Scouts are subject to a verification and onboarding process and must maintain the accuracy of their profile, specialties, coverage regions, and availability. The Company may require identity verification, references, credentials, or background information as a condition of Scout status and may revoke Scout status at any time.

5.2 Personal Performance; No Outsourcing.Each Scout must personally perform every Gig the Scout accepts. A Scout may not delegate, subcontract, assign, resell, or otherwise outsource any Gig, in whole or in part, to any other person, whether or not that person is a Platform User (the "No-Outsourcing Rule"). As a condition of accepting a Gig, a Scout must affirmatively confirm personal performance. Violation of the No-Outsourcing Rule is a material breach of these Terms and may result in forfeiture of Gig Fees, reversal of payments, account restriction, and permanent removal from the Platform.

5.3 Standard of Service.Scouts must perform Gigs with reasonable professional skill and care, in accordance with the applicable Gig brief, and must submit truthful, original, first-hand observations and evidence. Scouts must not fabricate, alter, misattribute, or plagiarize observations, media, or reports, and must not submit content generated to misrepresent that a watch or assessment occurred.

5.4 Independent Status.Scouts are independent contractors and are not employees, agents, workers, or partners of ScoutForge. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between ScoutForge and any Scout, or between any Users. Scouts are solely responsible for their own taxes, licenses, permits, insurance, travel, safety, and compliance with local law when performing Gigs.

5.5 Classification Responsibility.The engaging Club or Agent is solely responsible for determining whether a Scout it engages should be treated as an independent contractor or an employee under applicable law, and for any resulting tax, social-insurance, permanent-establishment, or labor obligation. ScoutForge is neither an employer nor an employment agency, is not a party to the engagement between a Scout and a Club or Agent, and assumes no responsibility for worker classification. The engaging Club or Agent will indemnify ScoutForge against any claim arising from misclassification of a Scout it engaged.

5.6 Independence and No Conflicts.Each Scout represents and warrants that the Scout exercises independent professional judgment and that the Scout’s reports, ratings, and assessments are the Scout’s own honest and unbiased opinions. A Scout must not accept any undisclosed payment, inducement, gift, or instruction from any Player, Club, Agent, or other person to prepare, alter, withhold, or slant any report, rating, or recommendation, and must promptly disclose to the Company any relationship or interest that could reasonably be seen to compromise the Scout’s independence.

5.7 Meaning and Limits of Verification.A Scout who has completed the Company’s onboarding checks, which may include identity verification and confirmation of the Scout’s references and claimed work history, is designated a "Verified Scout". Verification confirms only that the Company performed those checks at the time of onboarding; it is not a warranty or guarantee of the Scout’s honesty, competence, character, availability, or the accuracy of any report, and Clubs and Agents remain responsible for their own due diligence.

6. The Gig Marketplace.

6.1 Posting and Accepting Gigs. Clubs and Agents may post Gigs, and Agents may post private “Wanted” briefs visible only to Scouts, describing the scope, location, timing, deliverables, and Gig Fee. A binding engagement between the posting party and the Scout is formed when a Scout accepts a Gig or a posting party accepts a Scout’s proposal through the Platform. Multi-Scout Gigs are permitted where offered.

6.2 Scope and Deliverables. The Gig brief governs the scope of work. Clubs and Agents are responsible for defining requirements clearly. Scouts are responsible for delivering the agreed scope together with the verification evidence required by Section 7. ScoutForge is not responsible for the adequacy, accuracy, or completeness of any Gig brief, Report, or deliverable.

6.3 Trials and References. Clubs and Agents may request trials and may request independent references or opinions from Verified Scouts through the Platform. Any trial, tryout, or in-person interaction arranged through the Platform is undertaken at the participating parties’ own risk and subject to their own arrangements, insurance, safeguarding obligations, and applicable law.

6.4 Online Tacticos and Reports. Where offered, Users may engage analysts (“tacticos”) for paid video feedback and may purchase access to Scout Reports and Notebooks. Such engagements are subject to these Terms, including the fee, payment, escrow, and content provisions.

7. Live Verification System.

7.1 Verification Requirements.To support trust and to satisfy release conditions under the Escrow, the Platform provides a live verification system that may require, for a given Gig, GPS check-in evidence, before-and-after photographs or video, timestamps, and, where requested, a video-call report. A Scout cannot mark a Gig complete without submitting the minimum required verification evidence for that Gig.

7.2 Consent to Location and Media Processing.By using the verification system, Scouts consent to the collection and processing of location data, device metadata, timestamps, and media for the purpose of verifying Gig performance, resolving disputes, and maintaining audit records. Scouts are responsible for obtaining any consents required from third parties appearing in submitted media and for complying with venue and local-law restrictions on recording.

7.3 Audit Logs.All verification data, including GPS data, timestamps, and media, is logged and retained for audit, trust, safety, and dispute-resolution purposes in accordance with the Privacy Policy and applicable law.

7.4 Integrity of Verification Evidence. Verification evidence must be genuine, contemporaneous, and personally captured by the Scout for the specific Gig. Staging, editing, fabricating, reusing, or misattributing GPS data, photographs, video, timestamps, or reports, or otherwise faking a verification, voids the verification, forfeits the Gig Fee, and is grounds for immediate suspension and permanent removal from the Platform, in addition to any other remedy available to the Company.

8. Certificate of Discovery.

8.1 Nature of the Certificate. The Company may issue a permanent digital certificate that records a Scout’s discovery of, or first verified report on, a Player, together with associated chain-of-custody metadata (the "Certificate of Discovery"). A Certificate of Discovery is a record of platform activity and recognition only.

8.2 No Legal or Financial Entitlement. A Certificate of Discovery does not, by itself, create or confer any right to compensation, commission, solidarity payment, training compensation, representation, ownership, or any economic interest in any Player, transfer, or transaction. Any such entitlement, if any, arises only under separate agreements between the relevant parties and under applicable football-governing-body regulations and law. ScoutForge does not adjudicate, guarantee, collect, or distribute any such amounts.

8.3 License to Display. You grant the Company a perpetual, worldwide, royalty-free license to record, display, and preserve Certificates of Discovery and related credit within the Platform, and the Company may maintain such records permanently to preserve scout credit consistent with the Platform’s purpose. For a minor, the Company will minimize the personal data retained in connection with a Certificate of Discovery to that necessary to preserve the Scout’s credit.

9. Scout Notebooks, Reports, and Content License.

9.1 Ownership of Content. As between you and the Company, you retain ownership of the Content you lawfully submit, subject to the licenses granted in these Terms.

9.2 Rights to Upload; Consents and Releases. Before submitting any Content that depicts, names, records, or otherwise identifies any individual, you represent and warrant that you have obtained, and will retain records of, all rights, consents, licenses, and releases necessary for the recording, upload, storage, display, distribution, and any monetization of that Content on and through the Platform, including: (a) the individual’s consent to be recorded and to have their name, image, likeness, voice, and performance used for the purposes described in these Terms; (b) where the individual is a minor, prior verifiable consent from the individual’s parent or legal guardian; (c) any consent or accreditation required by the venue, club, academy, competition organizer, or governing body where the recording occurred; and (d) any consent or other lawful basis required under applicable privacy and data-protection law. You will not upload Content depicting any identifiable person, and in particular any minor, without such consents. The Company may require evidence of consent at any time and may remove Content and suspend accounts where consent cannot be substantiated.

9.3 Content Warranties. For any Content you submit about an identifiable person or organization, you further represent and warrant that the Content: (a) reflects your honest, good-faith assessment based on your own first-hand observation; (b) is not knowingly false and is not made with reckless disregard for its truth or falsity; (c) does not contain defamatory statements or unfounded allegations of criminal conduct, dishonesty, doping, match-fixing, age misrepresentation, or any medical, psychiatric, or disciplinary condition; (d) clearly distinguishes statements of opinion from statements of fact; and (e) does not infringe or violate any person’s rights of privacy, publicity, reputation, intellectual property, or personal data.

9.4 License to the Company. You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify (for formatting and display), create derivative works of (such as watermarks, thumbnails, and excerpts), publish, transmit, and display your Content solely to operate, provide, secure, promote (in aggregated or de-identified form), and improve the Platform, and as otherwise permitted by the Privacy Policy. Consistent with the Platform’s human-first purpose, the Company may use Content to develop and improve features, including machine-learning and automated tools, only in aggregated or de-identified form, and you may opt out of the use of your Content for model training by written notice to the Company. This license continues for Content that must be retained for audit, credit, legal, or safety purposes even after your Content is removed from active display.

9.5 Paid Access and Watermarking. Where a Scout monetizes access to a private Notebook or Report, the purchaser receives only the access rights expressly granted at the point of sale and may not redistribute, resell, or republish that Content without authorization. The Company may apply watermarks, access controls, and audit logging to Content and may take measures to detect and deter unauthorized copying, circumvention, or redistribution.

9.6 Player Media and Third-Party Links. Scouts may not upload photographs or video of Players as scouting Content. Where a Scout wishes to reference a Player’s footage, the Scout may instead post a link to lawfully published third-party content (for example, video hosted on a third-party platform). The Scout represents and warrants that the Scout has the right to share each link and that the linked content is lawful and does not infringe or violate any person’s rights. The Company does not host, control, monitor, or endorse third-party linked content, is not responsible or liable for it, and may remove any link at any time. This Section does not apply to verification media a Scout submits under Section 7 to evidence attendance, which remains subject to the consent requirements of Section 9.2.

9.7 Report and Notebook Ownership. As between the Users, the authoring Scout retains ownership and authorship of each Report and Notebook the Scout creates, and the associated Certificate of Discovery preserves the Scout’s credit. Where a Club or Agent commissions a Report through a Gig, that Club or Agent receives a non-exclusive, perpetual license to use the commissioned Report for its own internal scouting and recruitment purposes, but does not acquire ownership of the Report and may not resell or publicly redistribute it. The Company’s license under Section 9.4 applies to all Reports and Notebooks.

9.8 Public and Private Reports. Reports and Notebooks may be made available publicly or on a private or paid-access basis, as indicated on the Platform. A recipient or purchaser of a private or paid Report or Notebook receives only the access rights granted at the point of sale. The Content warranties in Section 9.3 and the neutral-host and no-adoption provisions of this Section apply to all Reports and Notebooks, and apply with particular force to any Report or Notebook made publicly available.

9.9 Neutral Host; No Adoption of Content. Reports, Notebooks, references, ratings, and other Content express the personal opinions and first-hand observations of the authoring User. The Company does not author, edit the substance of, investigate, verify the truth of, adopt, or endorse any Content. Any verification badge, completion status, or Certificate of Discovery confirms only the logistical facts to which it expressly refers (such as a Scout’s attendance as evidenced by GPS check-in and media) and is not a representation by the Company as to the accuracy, truth, or fairness of any opinion or statement in the Content. The Company acts solely as a neutral host and conduit of Content within the meaning of Section 230 of the U.S. Communications Decency Act and analogous hosting safe harbors in other jurisdictions.

9.10 No Guarantee of Accuracy. Scout Reports, ratings, Notebooks, references, and analysis reflect the personal opinions and observations of the authoring User. They are not statements of fact by the Company, are not verified for accuracy by the Company, and must not be relied upon as the sole basis for any recruitment, transfer, financial, or contractual decision.

9.11 Data-Protection Roles. Where you collect or upload personal information about a Player or other individual, you are responsible, as a controller or equivalent under applicable law, for having a lawful basis for that collection and for its sharing through the Platform, and you will comply with applicable data-protection law. The parties will enter into a data processing agreement where one is required.

9.12 Withdrawal and Removal by Depicted Persons. An individual depicted in Content, or, where the individual is a minor, their parent or legal guardian, may request removal of Content depicting them or withdrawal of any consent previously given, through the reporting channel described in Section 16. The Company will honor such requests in accordance with applicable law, subject to records the Company is required to retain.

10. ScoutForge Intellectual Property.

10.1 Ownership.The Platform, including its software, design, text, graphics, databases, compilations, trademarks, service marks, logos, and the “ScoutForge” name, and all associated intellectual property rights, are owned by or licensed to the Company and are protected by law. Except for the limited license expressly granted in Section 4, no right, title, or interest in the Platform is transferred to you.

10.2 Feedback.If you provide suggestions, ideas, or feedback about the Platform, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or compensation.

10.3 Restrictions.You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, scrape, data-mine, frame, or create derivative works of the Platform or any part of it, except to the extent such restriction is prohibited by applicable law, and you may not use automated means to access the Platform except as expressly authorized in writing.

11. Fees, Subscriptions, and Commissions.

11.1 Subscriptions.Access to certain features requires a paid subscription. Scout and Agent subscriptions are billed on a per-User basis; Club subscriptions are seat-based and scale with the number of authorized users. Subscription fees, billing cycles, and included features are as described on the ScoutForge pricing page posted on the Platform (the "Pricing Page"), as it may be updated from time to time, and at the point of purchase. Unless otherwise stated or required by law, subscription fees are non-refundable and subscriptions renew automatically for successive periods until cancelled in accordance with the then-current cancellation process.

11.2 Gig and Access Commissions.The Company charges a commission on the Gig Fee paid to a Scout for a Gig, and may charge a commission on paid Notebook or Report access and on other paid services (collectively, the "Commission"), in each case at the rates stated on the Pricing Page and as disclosed at the point of transaction. The applicable Commission is deducted from amounts otherwise payable to the Scout before release. The Company charges no success fee or commission of any kind on player transfers, signings, registrations, or agent or intermediary commissions.

11.3 Discounts.The Company may offer discounted rates for women’s football teams or other categories of Users in its discretion. Discounts are subject to eligibility and may be modified or withdrawn at any time.

11.4 Taxes.Fees are exclusive of taxes. You are responsible for all taxes, duties, and governmental charges (other than taxes on the Company’s net income) associated with your use of the Platform and your transactions, and the Company may collect and remit taxes where required by law.

11.5 Changes to Fees.The Company may update the Pricing Page and change subscription fees, Commission rates, and other charges from time to time on prospective notice. Changes do not apply to Gigs already accepted or subscription periods already paid, except as permitted by law. Continued use after a change takes effect constitutes acceptance of the change.

11.6 Automatic Renewal and Cancellation.Paid subscriptions automatically renew for successive billing periods, and you authorize recurring charges to your payment method until you cancel. You may cancel at any time through your account settings, by the same electronic means used to subscribe, effective at the end of the then-current billing period. Where required by applicable automatic-renewal law, the Company will obtain your affirmative consent to the recurring charge at the point of purchase, send the renewal reminders required by law (including an annual reminder for consumer subscriptions), and give clear and conspicuous advance notice before any price increase or other material change to a subscription takes effect.

12. Payments, Escrow, and Release of Funds.

12.1 Payment Processor.Payments are processed by third-party payment processors, including Stripe. By transacting through the Platform, you authorize the Company and its processors to charge your designated payment method and you agree to the processors’ applicable terms. The Company does not store full payment-card data.

12.2 Escrow of Gig Fees.When a Club or Agent engages a Scout for a Gig, the full Gig Fee is paid into escrow (the "Escrow") with a licensed third-party payment or escrow provider (for example, through Stripe Connect managed accounts or an equivalent regulated provider), which holds the funds and releases them in accordance with Exhibit A and the provider’s terms. ScoutForge does not take custody of, or hold, Escrow funds. The Escrow protects Clubs and Agents from paying for work not properly delivered and protects Scouts from non-payment once work is completed and verified.

12.3 Holding, Release, and Auto-Release.Escrow holding periods, release triggers, automatic-release timing, and related safeguards are set out in Exhibit A, which is incorporated into these Terms. You agree to the holding periods and release mechanics described there, including the automatic release of funds to the Scout where no timely action or dispute is taken.

12.4 Payment Authorization, Recovery, and Offset.You authorize the Company and its payment and escrow providers, on a standing basis, to charge your designated payment method for all fees, Commissions, and other amounts you owe, and to initiate the funding and release of Escrow. You agree not to initiate improper chargebacks. The Company may recover from you any amounts owed, including reversed or refunded payments, Commissions, negative account balances, and costs of collection, and may offset such amounts against funds otherwise payable to you.

12.5 Withholding for Fraud.In cases of suspected fraud, serious non-performance, or violation of these Terms, the Company may suspend a transaction, instruct the provider to withhold or delay release of Escrow funds, or reverse or recover amounts, pending investigation, and may report unlawful conduct to authorities.

13. Gig Dispute Resolution.

13.1 Platform Dispute Process.Disputes between a Club or Agent and a Scout regarding the performance of a Gig and the release of Escrow funds are handled through the Platform dispute-resolution process set out in Exhibit A. The process is designed to be transparent, balanced, and prompt, and is limited to determining whether the Scout substantially fulfilled the agreed scope of work and how the Escrow funds should be allocated.

13.2 Finality for Escrow Purposes.A decision issued by the Company under Exhibit A is final and binding solely for the purpose of releasing, splitting, or refunding the Escrow funds for the Gig in question. It does not constitute legal arbitration of the parties’ broader rights, is not a determination of fault or liability beyond the Escrow allocation, and does not limit the arbitration agreement in Section 29 as between a User and the Company.

13.3 Good Faith.Users must participate in the dispute process in good faith. Repeated or bad-faith disputes, or the submission of false or fabricated evidence, may result in account restriction or removal and forfeiture of funds.

14. Non-Circumvention and Anti-Bypass.

14.1 Covenant.The Company invests in introducing Users to one another and in providing verification, trust, and payment tooling. Accordingly, during your use of the Platform and for a period of twelve (12) months following your last interaction with a counterparty first introduced through the Platform, you agree not to circumvent, avoid, bypass, or evade the Platform’s fees, Commissions, or Escrow by transacting off-Platform for scouting services with a counterparty first identified or introduced through the Platform (the "Non-Circumvention Covenant").

14.2 Scope.The Non-Circumvention Covenant applies to Gigs, report and notebook access, and analogous scouting engagements facilitated by the Platform. For the avoidance of doubt, it does not restrict any User’s dealings regarding player transfers, signings, registrations, or agency relationships, on which the Company is neutral and takes no fee.

14.3 Opt-Out / Conversion Fee.A User who wishes to take a relationship first established through the Platform off-Platform may do so lawfully, without breaching the Non-Circumvention Covenant, by paying the Company a conversion fee (the "$50,000") of [insert amount or formula — e.g., a percentage of the trailing twelve (12) months’ Gig spend between the parties, subject to a floor of $[•] and a cap of $[•]]. The Conversion Fee is a reasonable pre-estimate of the Company’s lost Commissions and onboarding investment, is agreed as liquidated damages and not as a penalty, and, once paid, releases that relationship from the Non-Circumvention Covenant.

14.4 Remedies.Circumvention without payment of the Conversion Fee is a material breach. In addition to the Conversion Fee, the Company may suspend or terminate accounts, recover any unpaid Commissions, and pursue any other relief available at law or in equity, including injunctive relief.

15. Community, Communications, and Moderation.

15.1 Community Rooms.The Platform may provide moderated, topic-specific community rooms. These rooms are not an open public forum, and the Company may set participation rules, moderate, edit, or remove content, and restrict or remove participants at its discretion.

15.2 Messaging Rules.You must use messaging and community features lawfully and respectfully and consistent with Section 4.3. You must not use them to harass, threaten, defraud, spam, solicit off-Platform circumvention, share unlawful content, or contact minors other than as permitted under Section 18.

15.3 No Obligation to Monitor.The Company has the right, but not the obligation, to monitor, review, and moderate Content and communications, and is not liable for Content or for any failure to remove, block, or edit it.

16. Reporting, Correction, and Removal of Content.

16.1 Reporting Objectionable Content.Any person, including a person who is the subject of Content, may notify the Company of Content they believe to be false, defamatory, infringing, or otherwise in breach of these Terms through the reporting channel identified on the Platform. The Company may, in its sole discretion, remove, restrict, annotate, or request substantiation for Content, and may warn, suspend, or remove the author.

16.2 Notice-and-Action; Statement of Reasons.Where required by applicable law, including the EU Digital Services Act and equivalent regimes, the Company will act on valid notices without undue delay and will provide affected Users with a statement of reasons and access to the appeal process described in Section 25. A subject of Content may request that a reasonable factual correction or reply be associated with the Content.

16.3 Good-Faith Moderation.The Company’s removal, retention, annotation, or moderation of Content, or its decision not to act, does not make the Company the publisher or speaker of that Content and is undertaken as a good-faith measure without assumption of liability.

16.4 Copyright Complaints.The Company respects intellectual-property rights and responds to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA) and equivalent laws. If you believe Content or a link on the Platform infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to the Company’s designated agent at [DMCA agent name / email / address]. The Company may remove or disable access to the material, notify the User who supplied it, and, in appropriate circumstances, terminate the accounts of repeat infringers. A User whose Content is removed may submit a counter-notice as permitted by law.

17. Private Scouting Mode and Confidentiality of Activity.

17.1 Private Scouting Mode. The Platform may offer a private or anonymous browsing mode that allows Clubs to view profiles without revealing their identity or interest to other Users. Availability and the extent of anonymity are as described in the relevant feature and are subject to the Company’s trust, safety, and legal obligations, including the Company’s own access to activity data for audit and security purposes.

17.2 Confidential Information. In the course of using the Platform, Users may receive non-public information of other Users or the Company ("Confidential Information"), including product concepts, business logic, user flows, briefs, reports, and data. You must keep Confidential Information confidential, use it only for the purpose for which it was shared through the Platform, and not disclose it except as permitted by the disclosing party or required by law. These obligations survive termination for a period of at least five (5) years, and indefinitely for trade secrets.

18. Players, Minors, and Parental Consent.

18.1 Player-Facing Features.At launch, Players cannot create or control their own profiles, and all Player information is submitted by Scouts, Clubs, or Agents. Player-facing features, including Player profiles, video uploads, and daily progress updates, may be introduced in a later phase, and the provisions of this Section that refer to Player or Parent registration apply only when and where those features become available. Until then, information about a Player means information made available by a Scout, Club, or Agent consistent with these Terms and the Privacy Policy.

18.2 Minors Only Through a Parent.Because Players do not hold accounts at launch, information about a minor may be submitted only by a Scout, Club, or Agent that has first obtained verifiable parental or guardian consent as required by Section 9.2 and this Section, and that submitting User is responsible for the minor’s information it provides. When Player accounts become available, a minor may participate only through a Parent who registers, provides verifiable consent, and supervises the minor’s participation; a Parent must have legal authority to consent on the minor’s behalf.

18.3 Verifiable Parental Consent.Personal information about a minor reaches the Platform through the submitting Scout, Club, or Agent, who must hold verifiable parental or guardian consent before submitting it. The Company will support and verify such consent, may require evidence of it, and will handle minors’ personal information in accordance with applicable child-protection and privacy laws, including, as applicable, the U.S. Children’s Online Privacy Protection Act (COPPA) and Article 8 of the EU and UK General Data Protection Regulation (GDPR) and equivalent laws. A Parent may review, request correction or deletion of, or withdraw consent for the minor’s personal information through the channel described in Section 16, subject to reasonable records the Company must retain by law. The consent the submitting User obtains must specifically cover disclosure of the minor’s information to Clubs and other Users on the Platform, separate from any consent to the general processing of that information, and it extends to any photograph, video, facial image, or voice recording of the minor, which the Company treats as personal information subject to the same protections.

18.4 Safeguarding.The Company maintains rules designed to protect minors, including restrictions on direct Club-to-Player messaging, moderation, and verification requirements. Users interacting with, or handling information relating to, minors must comply with all applicable safeguarding, child-protection, data-protection, and football-governing-body rules on the protection of minors. Any suspected exploitation, grooming, or abuse of a minor must be reported immediately and may be reported by the Company to law enforcement and relevant authorities.

18.5 Withdrawal.A Parent may withdraw a minor Player from the Platform at any time. Certain records may be retained as required by law or for the limited audit and credit purposes described in these Terms.

18.6 Recording of Minors.Recording or uploading Content that depicts a minor is permitted only where the Scout has first obtained verifiable consent from the minor’s parent or legal guardian and has complied with all applicable child-protection and safeguarding laws and governing-body rules. Approaching, contacting, recording, or soliciting a minor in violation of such laws or rules is strictly prohibited and may be reported to the relevant authorities.

18.7 Player and Parent Grant.When Player-facing features are available, by registering a Player profile the Player (or, for a minor, the Parent on the Player’s behalf) grants the Company and authorized Users a limited, revocable license to use the Player’s name, image, likeness, and submitted media for the purpose of operating the Platform, subject to withdrawal as provided in these Terms and applicable law.

18.8 Age Tiers and Heightened Protections.The Company applies age-based protections keyed to the Player’s jurisdiction and the applicable minimum digital-consent age. (a) Under thirteen (13) — the strictest tier: no information about the Player may be submitted without prior verifiable parental or guardian consent under Section 18.3, collection is limited to what is necessary for scouting, the Player’s information is not made publicly visible, and it is subject to shortened retention and deletion on withdrawal. (b) Thirteen (13) up to the applicable digital-consent age, which may be as high as sixteen (16) in parts of the EEA — parental or guardian consent is required or obtained as applicable law directs, with enhanced privacy settings and restricted visibility by default. (c) Sixteen (16) or seventeen (17) — the Player remains a minor; heightened protections and restricted default visibility apply, and withdrawal rights are honored. (d) Eighteen (18) and over — standard terms apply. A User submitting information about a Player is responsible for determining the Player’s age and the applicable consent age and for complying with the corresponding tier.

18.9 No Profiling or Targeted Advertising to Minors; Protective Defaults. The Company does not use profiling-based or targeted advertising directed to minors or based on a minor’s personal information, consistent with Article 28 of the EU Digital Services Act and equivalent rules. Where a minor Player profile exists, privacy-protective settings apply by default, including restricted visibility, profiling turned off, and precise geolocation turned off, consistent with the UK Age Appropriate Design Code and equivalent child-protection standards. The Company does not condition access on a minor or Parent providing more personal information than is necessary, and does not collect additional personal information solely to determine age beyond what is proportionate.

18.10 Football Governing-Body Rules; No Agency.The Platform is a technology service. It is not a football agent, intermediary, or club; it does not represent Players, and it does not arrange, approve, or facilitate any registration, transfer, or other transaction between Users. Each User is solely responsible for complying with the statutes and regulations of FIFA, the applicable confederation, and the relevant national association — including the FIFA Regulations on the Status and Transfer of Players governing the protection of minors and the international transfer and first registration of minors (Articles 19 and 19bis), the applicable football agent and intermediary rules, and all national safeguarding and background-check requirements — before scouting, approaching, recruiting, or otherwise dealing with any minor Player. The Company does not approve, and is not responsible for, any contact, approach, or transaction a User initiates, and may suspend or remove any User or Content that violates, or appears to facilitate a violation of, these rules.

19. Player Journey Tracker and Solidarity Information.

19.1 Informational Tool.The Platform may provide a Player Journey Tracker that records a Player’s progression among academies and clubs and may surface information relevant to training compensation and solidarity mechanisms. This tool is informational only.

19.2 No Calculation, Collection, or Guarantee.The Company does not calculate, determine, collect, distribute, guarantee, or act as agent for any training compensation, solidarity payment, or similar amount. Entitlement to and payment of any such amounts are governed exclusively by applicable football-governing-body regulations (including FIFA regulations) and by agreements among the relevant clubs, players, and authorities. Users are solely responsible for their own regulatory compliance.

20. Reputation Scores and Reviews.

20.1 Ratings.The Platform may calculate reputation scores and permit Users to leave reviews and ratings. Reviews must be honest, based on genuine experience, and free of unlawful, defamatory, or abusive content. The Company may display, aggregate, moderate, or remove reviews and may calculate scores using methods it determines.

20.2 No Endorsement.Reputation scores and reviews reflect User-generated input and the Company’s methodology; they are not a warranty, endorsement, or guarantee by the Company of any User’s skill, reliability, or suitability.

20.3 Referrals and Credits.The Platform may offer invitation, referral, and credit features. Credits have no cash value except as expressly stated, are non-transferable, and may expire or be modified or revoked, including in cases of abuse or violation of these Terms.

20.4 No Manipulation.You must not operate multiple or duplicate accounts to inflate visibility, evade enforcement, or manipulate reputation scores, reviews, referrals, or search ranking, and you must not solicit, exchange, or post false or incentivized reviews. Manipulation of the reputation or referral systems is a material breach.

21. Acceptable Use and Prohibited Conduct.

You agree not to, and not to attempt to, do any of the following:

violate any law, regulation, or third-party right, or any rule of a football-governing body applicable to you;
act as a football agent or intermediary without a license or registration required for your activities, or use the Platform to acquire, hold, or deal in any third-party ownership of a Player’s economic or registration rights, or to exercise prohibited third-party influence over any club or Player;
outsource, delegate, or resell a Gig in violation of the No-Outsourcing Rule, or circumvent the Platform in violation of the Non-Circumvention Covenant;
submit false, misleading, fabricated, plagiarized, or fraudulent information, evidence, media, reports, or reviews;
post, in any report, notebook, reference, message, review, or profile, any statement that is defamatory, or that asserts as fact any criminality, dishonesty, doping, match-fixing, age misrepresentation, or medical, psychiatric, or disciplinary condition of any person without a reasonable, good-faith factual basis;
record, upload, or share the name, image, likeness, voice, or personal data of any person — and in particular any minor — without the consents and releases required by these Terms;
upload photographs or video of a Player as scouting Content in violation of Section 9.6, or post any link to unlawful, infringing, or non-consensual content;
operate multiple or duplicate accounts to inflate visibility, evade enforcement, or manipulate reputation, reviews, referrals, or ranking;
impersonate any person or entity or misrepresent your role, affiliation, credentials, or eligibility;
engage with, solicit, or collect information about minors other than as expressly permitted under Section 18;
upload or transmit malware, or interfere with, disrupt, probe, or attempt to gain unauthorized access to the Platform or its systems;
scrape, harvest, data-mine, or use automated means to access or copy the Platform or Content except as expressly authorized;
infringe intellectual-property or privacy rights, or upload Content you lack the right to share;
post unlawful, defamatory, harassing, hateful, discriminatory, or sexually exploitative content, or content that endangers a minor; or
use the Platform to facilitate money laundering, sanctions evasion, human trafficking, or any other illegal activity.

22. Third-Party Services and Links.

22.1 Integrations.The Platform relies on and integrates with third-party services, which may include Stripe (payments), cloud media and hosting providers, video platforms, and weather, travel, and security-information providers. Your use of those services may be subject to their own terms, and the Company is not responsible for third-party services or their content, availability, or accuracy.

22.2 Travel, Weather, and Security Information.Any weather, travel, or security information provided through the Platform is supplied for convenience only, may be inaccurate or incomplete, and must not be relied upon as a substitute for official guidance. You are solely responsible for your safety and for decisions relating to travel and Gig performance.

23. Privacy and Data Protection.

23.1 Privacy Policy.The Company’s collection, use, and disclosure of personal information is described in the ScoutForge Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you acknowledge the Privacy Policy.

23.2 International Transfers.The Platform operates globally, and personal information may be processed and stored in the United States and other countries whose data-protection laws may differ from those of your jurisdiction. Where required, the Company implements appropriate safeguards for cross-border transfers. Users acting as data controllers of others’ personal information must have a lawful basis for sharing it through the Platform and must comply with applicable data-protection laws, including the GDPR, the UK GDPR, and the California Consumer Privacy Act, as applicable.

23.3 User-to-User Data.Where you receive personal information about another User, Player, or third party through the Platform, you must use it only for the purpose for which it was shared, protect it, and comply with applicable law and these Terms.

23.4 Message Content and Retention.The Company does not monitor or mediate the substance of Users’ communications except as needed for safety, security, legal compliance, or dispute resolution. The Company minimizes the personal data it holds and deletes the content of User-to-User messages in the ordinary course, preserving such content only where necessary for those purposes, to comply with a legal preservation obligation or lawful request, or to resolve a dispute, in each case as described in the Privacy Policy. Users should keep their own records of their communications, which the Company does not guarantee to store or produce.

24. Regulatory and Football-Governing-Body Compliance.

24.1 User Responsibility.You are solely responsible for complying with all laws and with the rules of FIFA, your national and continental football associations, and any other governing bodies applicable to your activities, including rules governing agents and intermediaries, the protection and international transfer of minors, third-party ownership and influence, integrity, anti-doping, and betting.

24.2 No Regulatory Advice or Clearance.The Platform is a technology marketplace and does not provide legal, regulatory, immigration, or football-registration advice, and does not obtain or guarantee any registration, work permit, international transfer certificate, or governing-body approval. Nothing on the Platform constitutes a representation that any transaction is permissible under applicable regulations.

24.3 User Representations and Warranties.Each time you use the Platform, you represent and warrant that: (a) you hold, and will maintain, every license, registration, permission, and authorization required for your activities, including any football agent or intermediary registration or license required by FIFA, your national association, or applicable law, as in force from time to time; (b) you are not suspended, banned, or declared ineligible by any governing body, and no sanction applies to you that your use of the Platform would breach; (c) you will not use the Platform to acquire, hold, or deal in any third-party ownership of a Player’s economic or registration rights, or to exercise prohibited third-party influence over any club or Player, in breach of the rules of FIFA or any applicable association; and (d) you will not use the Platform to circumvent, or to assist any person in circumventing, any agent, intermediary, transfer, or minor-protection rule, or any Commission or fee owed under these Terms.

24.4 No Verification of Status.The Company does not verify, and is not responsible for confirming, any User’s license, registration, eligibility, or authority to act, and a User’s registration on or use of the Platform is not a representation by the Company that the User is licensed or registered or that any activity the User undertakes is permitted. The Company may, but is not obliged to, require evidence of status, and may suspend or remove any User that does not provide it or that the Company reasonably believes is acting in breach of this Section.

25. Term, Suspension, and Termination.

25.1 Term.These Terms apply from your acceptance of them and continue until terminated in accordance with this Section.

25.2 By You.You may stop using the Platform and close your account at any time, subject to the completion of pending Gigs, the resolution of open disputes, the release of Escrow funds, and the survival of obligations that by their nature continue after termination.

25.3 By the Company.The Company may suspend, restrict, or terminate your access, remove Content, or withhold funds, with or without notice, if it reasonably believes you have violated these Terms, created risk or legal exposure, engaged in fraud or abuse, or where required by law, or for any lawful reason on reasonable notice. For material breach, including violation of the No-Outsourcing Rule, the Non-Circumvention Covenant, or the safeguarding rules, the Company may terminate immediately.

25.4 Effect of Termination.On termination, your license to use the Platform ends. Sections that by their nature should survive, including provisions on fees owed, Content licenses retained for audit and credit, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions, survive termination. Certain records, including Certificates of Discovery and audit logs, may be retained as described in these Terms.

25.5 Appeals.A User whose account or Content is subject to an enforcement action may appeal by written notice to the Company within thirty (30) days of the action. The Company will review timely appeals in good faith and, where required by applicable law, provide a statement of reasons. This appeal right does not limit the Company’s rights under these Terms or applicable law.

26. Disclaimers of Warranties.

THE PLATFORM AND ALL CONTENT, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY USER, SCOUT, AGENT, CLUB, PLAYER, REPORT, RATING, OR OPINION IS ACCURATE, RELIABLE, VERIFIED, OR SUITABLE. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, WHETHER ONLINE OR OFFLINE, OR FOR THE OUTCOME OF ANY GIG, TRIAL, TRANSFER, SIGNING, OR OTHER TRANSACTION. YOU USE THE PLATFORM AND TRANSACT WITH OTHER USERS AT YOUR OWN RISK.

27. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES AND COMMISSIONS PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE COMPANY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

28. Indemnification.

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) your use of the Platform; (b) your Content; (c) your violation of these Terms or any law or third-party right; (d) your performance of, or failure to perform, any Gig or transaction; (e) your interactions with any other User, Player, or minor; (f) any tax, regulatory, or governing-body obligation applicable to you; and (g) any claim that your Content is defamatory or false, or that it infringes or violates any right of privacy, publicity, reputation, name, likeness, or personal data of any person. The Company may assume the exclusive defense of any matter subject to indemnification, in which case you will cooperate with the Company.

29. Governing Law, Arbitration, and Class-Action Waiver.

29.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Delaware, and the Federal Arbitration Act with respect to arbitration, without regard to conflict-of-laws rules.

29.2 Informal Resolution.Before commencing arbitration, you agree to first contact the Company at the notice address in Section 31.5 and attempt in good faith to resolve the dispute informally for a period of thirty (30) days after written notice of the dispute.

29.3 Binding Arbitration.Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by final and binding individual arbitration administered by a recognized arbitration provider under its applicable rules. The seat and location of arbitration will be Wilmington, Delaware, and the arbitration may proceed by videoconference where permitted. The arbitrator has exclusive authority to resolve disputes relating to the interpretation, applicability, or enforceability of this arbitration agreement.

29.4 Class-Action Waiver. You and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. If this class-action waiver is held unenforceable as to any claim or remedy, that claim or remedy will be severed and resolved in a court of competent jurisdiction under Section 29.5, and the remaining claims will proceed in arbitration.

29.5 Exceptions.Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court where it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property or breach of the confidentiality, No-Outsourcing, or Non-Circumvention provisions. For any matter not subject to arbitration, the state and federal courts located in Delaware have exclusive jurisdiction, and you consent to personal jurisdiction and venue there. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

29.6 Opt-Out. You may opt out of this arbitration agreement by sending written notice to the Company at the notice address in Section 31.5 within thirty (30) days of first accepting these Terms, stating your name, account, and intent to opt out. Opting out does not affect any other provision of these Terms.

29.7 Coordinated or Mass Filings.If twenty-five (25) or more arbitration demands raising substantially similar claims are asserted by or with the coordination of the same or coordinated counsel, the parties agree that the demands will be administered in sequential batches of no more than fifty (50) at a time, and that applicable limitation periods are tolled for demands awaiting their batch. This provision does not create any right to proceed as a class or representative action.

29.8 Consumers; Mandatory Local Law.If you use the Platform as a consumer, the governing-law, arbitration, and class-action-waiver provisions of this Section apply only to the extent permitted by the mandatory laws of your country of residence, and nothing in these Terms deprives you of the protection of mandatory consumer-protection rules of that country that cannot be waived by agreement. Where those mandatory rules apply, you may be entitled to bring proceedings in, and to have the law of, your home jurisdiction.

30. Changes to the Terms and the Platform.

30.1 Changes to Terms.The Company may modify these Terms from time to time. For non-material changes, the Company will post the updated Terms with a new effective date, and your continued use of the Platform after they take effect constitutes acceptance. For material changes, the Company will provide reasonable advance notice and, where appropriate, will require your affirmative acceptance before the changes apply to you. If you do not agree to a change, you must stop using the Platform. A change to the arbitration agreement in Section 29 will not apply to a dispute of which the Company had notice before the change took effect.

30.2 Changes to the Platform.The Company may add, modify, suspend, or discontinue any feature of the Platform, including phased features, at any time without liability, subject to the Company’s obligations regarding fees paid for features that are discontinued.

31. General Provisions.

31.1 Entire Agreement.These Terms, together with the Privacy Policy, the Pricing Page, Exhibit A, and any documents expressly incorporated by reference, are the entire agreement between you and the Company regarding the Platform and supersede all prior understandings on that subject.

31.2 Force Majeure.The Company is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor conditions, governmental action, internet or utility failures, or third-party service outages.

31.3 Assignment.You may not assign or transfer these Terms or your account without the Company’s prior written consent. The Company may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

31.4 Severability and Waiver.If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. The Company’s failure to enforce any provision is not a waiver of its right to do so later.

31.5 Notices.The Company may provide notices to you by email, through the Platform, or by posting. You may provide notices to the Company at [ScoutForge notice email / mailing address]. Legal process may be served on the Company’s registered agent, Capitol Services, Inc., 108 Lakeland Ave, Dover, Kent County, Delaware 19901.

31.6 Relationship; No Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship, and, except as expressly stated, confer no rights on any third party.

31.7 Export and Sanctions.You represent that you are not located in, and will not use the Platform in violation of, any applicable export-control or economic-sanctions laws, and that you are not a restricted or sanctioned person.

31.8 Language and Interpretation.Headings are for convenience only. “Including” means “including without limitation.” If the Company provides a translation of these Terms, the English version controls in the event of a conflict.

31.9 Contact.Questions about these Terms may be directed to ScoutForge at [ScoutForge contact email].

31.10 Electronic Communications and Signatures.You consent to transact with the Company electronically. You agree that clicking to accept these Terms constitutes your electronic signature, and that the Company may provide these Terms, the Privacy Policy, and any disclosures and notices to you in electronic form, which satisfy any requirement that such communications be in writing. You may withdraw this consent by closing your account, which may prevent further use of the Platform.

EXHIBIT A

ESCROW HOLDING PERIODS, RELEASE TRIGGERS, AND GIG DISPUTE RESOLUTION

This Exhibit A is incorporated into and forms part of the Terms of Service. Capitalized terms used but not defined here have the meanings given in the Terms. This Exhibit governs the holding of Gig Fees in Escrow, the triggers for release, and the Platform dispute-resolution process.

A.1 Purpose of the Escrow. When a Club or Agent hires a Scout for a Gig, the full Gig Fee is paid into the Escrow, which is held by the licensed third-party provider and released in accordance with this Exhibit; ScoutForge does not take custody of the funds. The Scout’s share (net of the applicable Commission stated on the Pricing Page) is released only once the release conditions below are met. The Escrow protects Clubs and Agents from paying for work not properly delivered and protects Scouts from non-payment once work is completed and verified.

A.2 Standard Release Window.Funds remain in Escrow until the Gig is marked complete and the release conditions are satisfied. Once those conditions are met, funds are released to the Scout within three (3) business days.

A.3 Maximum Holding Period.If neither party takes action after the Scout has submitted the completed work and required verification evidence, the funds are automatically released to the Scout fourteen (14) calendar days after the date the Scout marked the Gig complete, provided no formal dispute has been raised.

A.4 Dispute Hold.If a dispute is raised by the Club or Agent within the fourteen (14) day window, the funds remain in Escrow until the dispute is resolved under this Exhibit.

A.5 Primary Release Trigger.The preferred release trigger occurs when the Scout marks the Gig complete and the following verification steps are satisfied: (a) GPS check-in evidence has been recorded; (b) required before-and-after photo or video evidence has been uploaded; (c) any optional video-call report requested by the client has been completed and submitted; and (d) the Club or Agent has confirmed completion on the Platform or has not raised a dispute within seven (7) days of the Scout marking the Gig complete.

A.6 Automatic Release Trigger.If the Club or Agent takes no action (neither confirms nor disputes) within fourteen (14) calendar days after the Scout has marked the Gig complete and submitted the required verification evidence, the funds are automatically released to the Scout.

A.7 Dispute – Step 1 (Day 0).Either the Club or Agent or the Scout may raise a formal dispute through the Platform within fourteen (14) days of the Scout marking the Gig complete. The disputing party must clearly state the reason (for example, incomplete work, missing verification evidence, quality concerns, or non-performance) and upload supporting evidence. Once a dispute is raised, the funds remain locked in Escrow and neither party can access them.

A.8 Dispute – Step 2 (Initial Response, 3 Business Days).The other party is notified immediately and has three (3) business days to respond and submit evidence or explanation. Both parties are encouraged to reach an amicable resolution directly on the Platform during this window.

A.9 Dispute – Step 3 (Platform Review).If the parties cannot resolve the matter themselves, a ScoutForge review team will, within five (5) business days of the response window closing, examine the verification evidence submitted by the Scout (GPS data, timestamps, photos and videos, and reports), the original Gig brief and requirements, and the communications and evidence provided by both sides. The review is conducted on a neutral basis, and the Company’s only interest is determining whether the Scout substantially fulfilled the agreed scope of work.

A.10 Dispute – Step 4 (Decision).The Company will issue one of the following decisions: (a) full release to the Scout, if the work was substantially completed and verification requirements were met; (b) partial release, if only part of the work was completed to a reasonable standard, with funds split accordingly; (c) full refund to the Club or Agent, if the Scout failed to perform the core requirements or submitted clearly inadequate or fraudulent evidence; or (d) implementation of any mutual settlement reached by the parties during the process.

A.11 Dispute – Step 5 (Finality).The Company’s decision is final and binding for the purpose of releasing the Escrow funds, and the Company will instruct the provider to release the funds accordingly. Both parties are notified in writing of the decision and the reasons, and the provider releases the funds within three (3) business days of the decision. As stated in Section 13.2 of the Terms, this decision is final only for allocation of the Escrow funds and does not limit the arbitration agreement between a User and the Company.

A.12 Additional Safeguards.A Scout cannot mark a Gig complete without uploading the minimum required verification evidence. Clubs and Agents receive clear notifications when completion evidence is submitted and have a defined window to review. All verification data (GPS, timestamps, and media) is logged and retained for audit purposes. Repeated or bad-faith disputes by either party may result in account restrictions or removal. In clear cases of fraud or serious non-performance, the Company reserves the right to direct the provider to withhold release pending further investigation.

BY CLICKING TO ACCEPT THESE TERMS WHEN YOU REGISTER FOR OR ACCEPT AN INVITATION TO THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.