School terms.

1. How this agreement works

These School Terms apply to every Order Summary between FPS Lounge, Inc. ("FPS Lounge") and the School. If an Order Summary conflicts with these Terms, the Order Summary controls for that order. The School may accept by signature or electronically (including by clicking to accept), and either is binding. The version of these Terms in effect when the School accepts an order applies to that order. Any changes apply only at renewal, with at least 30 days' notice.

2. The platform and seats

FPS Lounge provides web access to its esports training platform: courses, drills, training paths, live classes and a School workspace with roster tools and usage reporting. A seat is one active student account used by one named student at a time. The School may reassign seats as its roster changes, at no cost. Staff and coach accounts are free in reasonable numbers. Seats may be added mid-term at a pro-rated price.

FPS Lounge may improve and change the platform, but will not remove a core function the School relies on without reasonable notice.

3. Coaching hours

Coaching hours are hours of scheduled, delivered coaching or VOD review. Annual packages include the hours shown in the Order Summary. Monthly licenses include none. Hours are one shared pool for the School across titles and coaches, and expire at the end of the term unless FPS Lounge agrees in writing to roll them over at renewal. Additional hours cost $150 per hour unless the Order Summary states otherwise. Sessions are scheduled by mutual agreement.

The School may cancel or move a session at least 48 hours before it starts and the hours stay in its pool. A session cancelled or moved with less than 48 hours' notice, or missed by its participants, counts against the pool, except the School's first late change each semester. A session cancelled or missed by FPS Lounge does not count against the pool, and FPS Lounge will schedule a make-up session. FPS Lounge may substitute a coach of comparable experience. Coaches are FPS Lounge's contractors, and for 12 months after the School's last coaching session the School will not engage a coach FPS Lounge assigned to it except through FPS Lounge.

4. Fees and payment

Fees are stated in the Order Summary and are billed in advance. Payment-link charges are due at checkout. Invoices are due Net 30. Fees are exclusive of taxes. A tax-exempt School will provide its exemption certificate. Terms printed on a School purchase order do not change this agreement. If an amount is more than 15 days overdue after written notice, FPS Lounge may pause access until it is paid. Fees are non-refundable except as these Terms state.

A pilot converts to a license with no setup steps for the School, and a payment method on file may be used for the license once the School approves it.

5. Term, renewal and ending the agreement

Each order runs for its stated term and renews as the Order Summary states. Renewal pricing changes require at least 60 days' notice. Either party may end an order if the other materially breaches it and does not cure within 30 days after written notice. If FPS Lounge ends an order for its own uncured breach, it will refund prepaid fees for the unused term.

A public School that does not receive funding for a future fiscal year may end the order at the end of the funded period with 30 days' notice, without penalty. When an order ends, access under it ends and the School pays for services delivered through the end date.

6. School responsibilities and acceptable use

The School will give access only to eligible students and staff in its program, manage its roster, and obtain any parent or guardian consents its policies or the law require (including for minors and for session recording). Students must be at least 13 years old. Users may not cheat, harass, share accounts or misuse the service. FPS Lounge may suspend a user who seriously violates these rules, notifying the School where practical.

7. Student data and privacy

For student education records, FPS Lounge acts as a "school official" with a legitimate educational interest under FERPA, under the School's direct control as to the use of those records. FPS Lounge uses student data only to provide and improve the service for the School.

It never sells student data or uses it for targeted advertising, and it shares student data with third parties only as needed to run the service (such as hosting and payment providers bound by similar duties), with the student's own request or consent, or as law requires.

FPS Lounge keeps reasonable administrative, technical and physical safeguards, will notify the School of a breach affecting its student data without undue delay (and within 72 hours of confirming it), and will delete or return the School's student data within 60 days after a written request made after the agreement ends, except backups and records the law requires it to keep. FPS Lounge will sign a reasonable state-required student data privacy agreement on request.

FPS Lounge's Privacy Policy is posted at fpslounge.com/privacy-policy.

8. Partner opportunities

FPS Lounge works with brands and industry partners across gaming and esports. Schools receive priority access to opportunities those partners choose to offer through FPS Lounge, which may include jobs, internships, ambassador and creator programs, events, scholarships and product programs. FPS Lounge shares these opportunities with the School's coordinator, who decides whether to pass them on to students. Applying is always optional and up to each student.

Student information goes to a partner only when the student applies or opts in. Partners make their own selection and hiring decisions, and FPS Lounge does not guarantee that any opportunity will be available or result in a placement. This benefit has no cash value and is not part of the fees.

9. Confidentiality

Each party will keep the other's non-public information (including pricing, product plans and student data) confidential and use it only for this agreement, for the term and two years after (student data: for as long as it is held). This does not apply to information that is public or independently developed, or to disclosures required by law, including a public School's obligations under public records laws.

10. Ownership and names

FPS Lounge owns its platform, content, coaching materials and brand. The School and its users receive a limited, non-transferable right to use them during the term for the School's educational and training purposes. The School owns its own data and marks. With the School's approval (email is enough), FPS Lounge may name the School as a customer, and each party may announce the partnership.

11. No guaranteed outcomes

FPS Lounge is a training and education provider. It does not guarantee any rank, match result, tournament placement, recruitment outcome, scholarship, job or income.

12. Warranties and liability

FPS Lounge will provide the services in a professional manner and use reasonable efforts to keep the platform available, apart from normal maintenance. Otherwise the service is provided as is, without implied warranties. Neither party is liable for indirect, incidental, consequential or punitive damages, or lost profits. Each party's total liability is limited to the fees paid or payable under the applicable order in the 12 months before the claim.

These limits do not apply to payment obligations, a breach of the Student Data section, gross negligence or willful misconduct, or where the law does not allow them.

13. General

The parties are independent contractors. This agreement is governed by Delaware law, unless the School is a public institution required by law to apply the law of its own state, in which case that state's law applies. Neither party may assign it without consent, except to a successor in a merger or sale of the business. Notices may be sent by email to the contacts in the Order Summary. Neither party is responsible for delays caused by events beyond its reasonable control.

If any term is unenforceable, the rest remains in effect. This agreement, made up of the Order Summary and these Terms, is the entire agreement on its subject and replaces prior proposals and quotes. Changes to an order require a writing from both parties (email is enough).