Terms of Service

These Terms of Service (the "Terms") are an agreement between Morat AI, Inc., a Delaware corporation ("Morat", "we", "us"), and the organization or individual accessing the SABR esports analytics platform and related services (the "Service", described in Section 2) ("Customer", "you"). By creating an account, clicking to accept, subscribing, or accessing or using the Service, you agree to these Terms. If you are accepting on behalf of a team or organization, you represent that you have authority to bind that organization, and "Customer" refers to it.

If you have a separately signed agreement with Morat (such as a Master Subscription Agreement or an Order Form) covering the Service, that agreement controls to the extent it conflicts with these Terms.

If you access the public pages of morat.ai without an account, you are a "Visitor"; by using those pages you agree to these Terms as they apply to Visitors, including Section 15 (Website content) and the warranty, liability, dispute-resolution, and general provisions.

Subject to these Terms, Morat grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer's internal esports operations. The Service includes the SABR web application and its esports analytics, match and round review, replay, search, strategy, antistrat, statistical, rating, and AI-assisted functionality, together with related documentation, APIs, and updates. Morat may set reasonable operational limits on the Service (such as storage capacity, upload sizes, recording retention, and rate limits) and will apply them consistently.

Morat may improve or modify the Service over time, provided the changes do not materially reduce the core functionality of Customer's active paid subscription. Features identified as beta, preview, early access, or experimental are optional, may change or be withdrawn, and are provided for evaluation and decision support only.

Support: Morat provides email support at contact@morat.ai, with responses within seven business days for paid subscriptions. No uptime or availability commitment applies unless stated in an Order Form.

Customer may permit its coaches, analysts, players, managers, and staff members ("Authorized Users") to use the Service within Customer's workspace, up to the number of seats included with Customer's plan (as shown at purchase and in billing settings, or as stated in an Order Form). Seats may be reassigned to replacement personnel but may not be shared concurrently; additional seats require a plan change or an Order Form.

Customer is responsible for all activity under its account and for its Authorized Users' compliance with these Terms, will keep credentials confidential, and will promptly notify Morat of unauthorized use. You must be at least 18 years old to create an account.

You represent that you are not located in, or a resident of, any jurisdiction subject to a comprehensive U.S. embargo, that you are not on any U.S. government denied-party list, and that you will not access or export the Service in violation of U.S. export-control or sanctions laws.

Morat may offer free plans, trials, or promotional access. Free and trial access is provided as-is, without any support or availability commitment, may be limited, modified, suspended, or withdrawn by Morat at any time, and may not be used to operate multiple accounts or workspaces for the same organization. If a trial is offered, its length is stated at signup and, unless cancelled before the trial ends, the subscription converts to a paid plan and billing begins as described in Section 5.

The Service is sold on a subscription basis. All fees are stated and payable in U.S. dollars. By subscribing, you authorize Morat (through its payment processor) to charge your payment method automatically for all applicable fees, plus any taxes, on a recurring basis at the start of each billing period. Keep your payment information current.

• Auto-renewal: subscriptions renew automatically at the end of each billing period unless cancelled as described below.
• How to cancel: cancel any time in Account, then Settings, then Billing (Manage billing), or by written notice to contact@morat.ai.
• Monthly plans: cancel before your next billing date. Access continues through the end of the paid period and the plan does not renew.
• Annual plans (where offered, including via Order Form): cancel with at least 30 days' notice before the renewal date. Morat sends a renewal reminder at least 45 days before each annual renewal. Annual plans may not be terminated for convenience mid-term.
• No refunds: fees are non-refundable except as expressly stated in these Terms. Cancelling mid-period does not create a refund for the unused remainder.
• Price changes: Morat may change fees effective at the start of a renewal period on at least 30 days' notice to the account email. Continued use after the change takes effect accepts the new fees; otherwise cancel before renewal.
• Failed payment: Morat may suspend access upon notice if payment is more than 10 days overdue and will restore access promptly once resolved. Late amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law. Suspension does not relieve payment obligations.

Fees exclude all taxes, levies, duties, and similar assessments (including value-added, sales, use, and withholding taxes); Customer is responsible for these other than taxes on Morat's net income. If Customer is required by law to withhold any amount from a payment, Customer will gross up the payment so Morat receives the full amount it would have received absent the withholding. You represent that you are acquiring the Service as a registered business for your own business purposes and, where applicable, will account for any value-added tax due under reverse-charge or self-assessment rules. Custom pricing agreed with Morat in an Order Form incorporates these Terms by reference.

"Customer Data" means the data, content, and materials submitted to, made available to, or generated through the Service by or on behalf of Customer and its Authorized Users, including account information, match and round data, statistics, strategy and playbook materials, notes, prompts, queries, outputs, and data received through the capture features described in Section 8.

Customer retains all right, title, and interest in Customer Data; Morat claims no ownership of it. Customer grants Morat a worldwide, non-exclusive, royalty-free license to host, copy, transmit, store, process, and display Customer Data as necessary to provide, secure, maintain, support, and improve the Service for Customer and its Authorized Users.

Customer Data may include personal data of players and staff (such as names, in-game identifiers, account identifiers, and performance data). Customer represents and warrants that it has provided required notices and obtained all rights and consents necessary for Morat to process such data as described in these Terms.

Team data confidentiality: Morat treats raw, team-attributable Customer Data and strategy as Customer's Confidential Information and does not disclose it to other customers. Anything the Service shows another customer about you (including scouting and opponent-preparation features) is derived solely from public or licensed third-party data sources that the other customer independently has the right to access, and never from your private uploads, scrim data, or strategy or playbook materials.

Customer grants Morat a worldwide, non-exclusive, royalty-free, perpetual and irrevocable license to use, reproduce, process, analyze, and create derivative works from Customer Data and usage data to develop, train, fine-tune, evaluate, and improve Morat's machine-learning, statistical, rating, ranking, embedding, retrieval, and other models and systems (the "Models"), the Service, and Morat's other products and research, and to generate Aggregated / De-Identified Data, including training and refining SABR Metrics, rating frameworks, search and retrieval systems, and SABR's AI-assisted features.

Opt-outs: Customer may opt out prospectively of (a) the use of raw Customer Data for general Model training, or (b) any capture feature described in Section 8, by written notice to contact@morat.ai identifying the election. An opt-out takes effect no later than 10 days after Morat's receipt; within that period Morat will cease the affected training or new data access and will disable and delete any associated credentials. An opt-out may degrade or disable affected features; it does not limit processing needed to provide, secure, maintain, support, or improve Customer's own Service, does not terminate the subscription or create a refund, and does not require Morat to delete, retrain, or unwind Models based on previously permitted training. Previously received Customer Data remains subject to this Section.

The Models, and all parameters, weights, benchmarks, insights, and Aggregated / De-Identified Data derived from permitted use of Customer Data, are and remain Morat's sole property and may be used, retained, licensed, published, and otherwise commercialized during and after the subscription, including to operate the Service for other customers and to provide analytics, insights, and data products. "Aggregated / De-Identified Data" means data derived from Customer Data or use of the Service that is aggregated and/or has direct identifiers removed such that it no longer identifies Customer or any individual.

The Service may include local-device or desktop recording, Riot Client match-data capture, communications or audio capture, VOD or POV ingestion, and access using Customer-authorized GRID credentials or entitlements (the "capture features"). Data received through these features is Customer Data. Customer authorizes Morat to access, receive, ingest, store, and process only the data categories and sources reasonably necessary to provide these features.

• Capture software runs only on devices Customer owns, controls, or is authorized to use, and reads authenticated local Riot Client match payloads using the Authorized User's own logged-in session. This is not the official Riot developer API; Customer is responsible for compliance with applicable Riot Games terms. Neither party will use the Service to read game memory, inspect network packets, or circumvent Riot Vanguard or other technical controls.
• Customer will obtain and maintain all notices, consents, authorizations, and waivers required from each player, coach, staff member, and other individual whose gameplay, on-screen content, voice, or communications may be captured (including under applicable privacy, wiretapping, and biometric laws), and will not capture an opposing team or other third party without its knowledge and any legally required consent.
• Where Customer authorizes GRID access, Customer represents that it holds a valid GRID agreement and entitlement covering the authorized data, that it may authorize Morat to access GRID as its service provider, and that it is responsible for obtaining GRID's consent where required. Credentials must be delivered only through a secure channel Morat designates and never by plaintext email or chat. Morat will encrypt credentials at rest, restrict access to least privilege, not log credential values, use them only within the authorized scope, and disable and delete them upon revocation or termination.
• The Service may also use public, licensed, or generally available data from third-party providers. Customer's use of third-party data remains subject to the applicable provider's terms, and Morat is not responsible for a provider's change, restriction, or discontinuation of a third-party source.

Where Morat makes desktop software available (such as the SABR desktop recorder), Morat grants Customer a limited, non-exclusive, non-transferable license to install and use that software on devices Customer owns, controls, or is authorized to use, solely with the Service and during the subscription term. The software may check for and install updates automatically to keep it current and secure. The license ends when Customer's right to use the Service ends, and Customer will uninstall the software on request.

The desktop software includes third-party and open-source components (including components of OBS Studio, licensed under the GNU General Public License) that are governed by their own license terms. Those terms govern those components and control over these Terms, including Sections 11 and 14, to the extent of any conflict. Morat will provide the required license notices for these components and, on request from you or any third party made within three years of receipt of the software and for no more than the cost of distribution, a complete machine-readable copy of the corresponding source code for the GPL-licensed portions of the desktop software, including any Morat components that link those portions. Requests: contact@morat.ai.

Morat will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit, access controls, and logical tenant isolation by organization or workspace. These Terms, together with the Privacy Policy, state the parties' complete data-processing terms.

Customer will not, and will not permit any third party to:

• resell, sublicense, rent, or use the Service to provide a service bureau or competing product;
• reverse engineer or attempt to derive source code, Model weights, or training data, except as permitted by law;
• scrape or bulk-export data other than Customer Data through supported features;
• use the Service to circumvent a third party's technical or contractual controls;
• upload unlawful content or data Customer lacks the right to provide, or infringe the rights of any player or third party;
• interfere with the integrity or performance of the Service or attempt to gain unauthorized access.

Morat may suspend access upon notice for breach of this section or for use that poses a security risk to the Service or a third party, and will restore access promptly after the cause is resolved.

Morat responds to notices of alleged copyright infringement consistent with the U.S. Digital Millennium Copyright Act. If you believe content available through the Service infringes your copyright, send a notice containing the information required by 17 U.S.C. 512(c)(3) to contact@morat.ai with the subject "DMCA notice". Morat may remove or disable access to the identified material and, in appropriate circumstances, will terminate the accounts of repeat infringers.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or should reasonably be understood as confidential, including Customer Data and strategy, the Service's non-public features, the Models, and Morat's pricing and roadmap. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors with a need to know who are bound by obligations no less protective. These obligations do not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party, and do not prevent legally compelled disclosure with prompt notice where lawful.

Morat owns all right, title, and interest in and to the Service, the Models, SABR Metrics, software, documentation, and related intellectual property, including all improvements and derivatives, except for third-party and open-source components licensed under their own terms as described in Section 9. The Service is provided solely as an online service on a subscription basis; no source code, algorithms, Model weights, trade secrets, or other proprietary technology is disclosed, licensed, or transferred, and Customer acquires no right to copy, modify, distribute, sublicense, resell, or otherwise commercially exploit the Service or any Morat intellectual property.

Customer grants Morat a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate into the Service and Models any feedback provided by Customer or its Authorized Users, without restriction or obligation.

The public pages of morat.ai and the content Morat publishes on them (including statistics, rankings, articles, and imagery) are the property of Morat or its licensors. Visitors receive a limited, revocable license to view that content for personal, non-commercial reference. Except as expressly permitted, Visitors and Customers may not copy, scrape, harvest, bulk-download, or systematically extract site content, use it to construct or populate any database or dataset, use it to train machine-learning or AI models, or republish or frame it, in each case without Morat's prior written permission. Quotation consistent with fair use is expressly permitted; attribution to SABR is appreciated.

Each party represents that it has authority to enter into these Terms. Customer represents that it has all rights, consents, and authorizations necessary to provide Customer Data and to grant the licenses and authorizations in Sections 6 through 8.

EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL OUTPUTS, INCLUDING METRICS, RATINGS, SEARCH RESULTS, AND AI-ASSISTED ANSWERS, ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. AI-GENERATED AND STATISTICAL OUTPUTS MAY CONTAIN ERRORS AND ARE FOR DECISION SUPPORT ONLY. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

Customer will indemnify, defend, and hold harmless Morat and its officers, directors, employees, and agents against third-party claims, expenses, and liabilities, including reasonable attorneys' fees, relating to (a) Customer Data, (b) Customer's breach of its representations concerning rights, notices, consents, or authorizations, or (c) Customer's violation of third-party terms or rights.

Morat will indemnify Customer against third-party claims that the Service, as provided by Morat and used in accordance with these Terms, infringes that third party's intellectual-property rights (excluding claims arising from Customer Data or third-party sources). Morat may procure continued use, modify the Service, or terminate the affected Service and refund prepaid unused fees; this states Morat's entire liability and Customer's exclusive remedy for intellectual-property infringement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR CUSTOMER'S PAYMENT OBLIGATIONS: (a) NEITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US$100); AND (b) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. Some jurisdictions do not allow the limitation of incidental or consequential damages, so some of the above may not apply to you.

These Terms apply while Customer has an account or an active subscription. Either party may terminate for the other's material breach not cured within 30 days after written notice. If Customer terminates for Morat's uncured material breach, Morat will refund prepaid fees attributable to the unused remainder of the current term. Morat may also terminate any free account, or any account on notice with a pro-rata refund of prepaid unused fees, and may discontinue the Service or any feature; for paid subscriptions Morat will provide at least 30 days' notice of discontinuation of the Service.

Upon termination, access ends and accrued fees become due. Customer may export its Customer Data through supported features for 30 days after termination. Upon Customer's written request following termination, Morat will delete or de-identify raw Customer Data within 60 days of the request, except Aggregated / De-Identified Data and Models as permitted above, routine backups (deleted on a rolling basis), and data Morat is required by law to retain.

Sections 6, 7, 9, 10, 13, 14, 15, 16, 17, 18, this survival provision, and Sections 21 and 22 survive termination, together with any accrued payment obligations.

Morat may update these Terms from time to time. For material changes, Morat will provide notice (for example by email to the account address on file or an in-product notice) and may require re-acceptance. Changes apply prospectively from their effective date; continued use of the Service after the effective date constitutes acceptance. If you do not agree to updated Terms, stop using the Service and cancel your subscription as described in Section 5.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration rather than in court, except that either party may bring an individual claim in small-claims court or seek temporary injunctive relief from a court. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single neutral arbitrator, in the English language, at a mutually convenient location or by videoconference. The arbitrator may award the same remedies a court could award to the individual claimant, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees, and arbitration costs are shared equally unless the arbitrator finds a claim frivolous or brought for an improper purpose.

CLASS ACTION AND JURY WAIVER: you and Morat each waive the right to a trial by jury and the right to participate in a class action or class-wide arbitration. All disputes will be resolved on an individual basis, and the arbitrator may not preside over any form of representative or class proceeding. If this arbitration agreement is found unenforceable, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the affected dispute.

• Governing law: these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to Section 21, the state and federal courts located in Delaware have exclusive jurisdiction over matters not subject to arbitration.
• Publicity: Morat may identify Customer as a customer and display Customer's name and logo on its website and in marketing materials. Customer may revoke this permission prospectively at any time by written notice to contact@morat.ai.
• Compliance and relationship: each party will comply with laws applicable to its performance, including export-control, anti-corruption, privacy, and esports-integrity rules. The parties are independent contractors.
• Assignment: Customer may not assign these Terms without Morat's advance written consent; Morat may assign to a successor in a merger or asset sale.
• Severability and waiver: invalid provisions are construed as narrowly as necessary and the remainder stays in effect; failure to enforce a provision is not a waiver.
• Electronic communications: you consent to receive notices and communications from Morat electronically, and agree that electronic acceptance of these Terms has the same force as a physical signature.
• No third-party beneficiaries: these Terms create no rights in any third party.
• Entire agreement: these Terms, together with the Privacy Policy and any Order Form, are the complete agreement concerning the Service and supersede prior understandings. In case of conflict, an executed Order Form or signed agreement controls over these Terms. Headings are for convenience only.
• Notices and force majeure: legal notices to Morat go to contact@morat.ai; notices to Customer go to the account email on file. Neither party is liable for delays or failures caused by events beyond its reasonable control.