IMPORTANT LEGAL NOTICES — PLEASE READ CAREFULLY

ARBITRATION NOTICE & CLASS ACTION WAIVER: Except for certain disputes described in Section 16 (Dispute Resolution), disputes arising under these Terms will be resolved by binding, individual arbitration. BY ACCEPTING THESE TERMS, YOU AND SPARROW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

ARBITRATION OPT-OUT: You may opt out of arbitration within 30 days of first accepting these Terms by emailing coach@sparrowup.com with the subject line “Arbitration Opt-Out” and providing the information described in Section 16.0.

AI / ANALYTICS LIMITATIONS: AI-assisted and automated outputs (including video/audio analysis and coaching insights) may be inaccurate, incomplete, misleading, or wrong. You must use your own judgment and verify information before relying on any output.

NO DECISION-MAKING: The Services do not make decisions for you. You are solely responsible for your choices, actions, and results.

NO PROFESSIONAL ADVICE: Sparrow does not provide medical, legal, financial, tax, or other professional advice.

HEALTH & SAFETY DISCLAIMER: Golf and physical training carry risk of injury. Stop immediately if you feel pain, dizziness, or discomfort. Sparrow is not a healthcare provider and is not a substitute for medical advice, diagnosis, or treatment. If you are experiencing a medical emergency, call 911 (or your local emergency number). If you are in the U.S. and experiencing a mental health crisis, dial 988.
 
1. INTRODUCTION AND ACCEPTANCE OF TERMS
These Terms of Service (“Terms,” “Terms of Use,” or “Agreement”) are a legally binding agreement between you (“you,” “your,” or “User”) and Sparrow Vision, Inc. (“Sparrow,” “Sparrow Golf,” “Sparrow Coach,” “Company,” “we,” “us,” or “our”) governing your access to and use of our products and services, including our mobile apps currently known as “Sparrow” (including Sparrow Golf and Sparrow Coach) and our website (collectively, the “Services”).

By downloading, installing, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Services.
We may update these Terms from time to time. The “Last Updated” date reflects the most recent version. Changes are effective when posted unless otherwise stated. If we make material changes, we may provide notice via the Services and/or email. Continued use after changes take effect constitutes acceptance.
 
2. DESCRIPTION OF SERVICES

2.1 Service Overview
Sparrow provides tools and features intended to support golf training, coaching, performance improvement, and related user experiences. The Services may include content, training features, performance tracking, video/audio upload and review, and AI-assisted or automated functionality where available.

2.2 AI-Assisted Features and Disclaimers (If/Where Available)
Certain features may include AI-assisted or automated functionality (for example, analyzing user videos, audio, and performance data to provide coaching insights, suggestions, or feedback). You acknowledge and agree that:
(a) outputs are informational suggestions only and are not guaranteed to be accurate, complete, reliable, or error-free;
(b) outputs do not constitute professional advice, including medical, health, fitness, legal, or financial advice;
(c) you must use your own judgment and follow safe practices; and
(d) Sparrow is not liable for decisions, actions, injuries, or outcomes arising from your reliance on outputs, to the maximum extent permitted by law.

2.3 Beta / Experimental Features
Some features (including AI features) may be labeled beta, preview, or experimental, or may otherwise be under active development. These features may change, be removed, perform differently than expected, or be inaccurate. Sparrow may modify, suspend, or discontinue any feature at any time.

2.4 Service Availability and Updates
We may modify, suspend, or discontinue the Services (or any part of them) at any time, with or without notice. You agree Sparrow will not be liable to you or any third party for any modification, suspension, or discontinuation.

The Services may require updates to continue working. We may stop supporting older versions. You are responsible for installing updates and maintaining compatible devices and internet access.

2.5 Support
Sparrow may provide support or maintenance at its discretion and may change or discontinue support at any time. We have no obligation to provide any particular level of support.
 
3. IMPORTANT DISCLAIMERS AND SAFETY INFORMATION

3.1 Output Accuracy and Limitations
AI-assisted and automated outputs may be inaccurate, incomplete, misleading, or wrong. You acknowledge and understand that:
(a) automated systems can generate incorrect, biased, incomplete, or misleading outputs;
(b) outputs are based on patterns and may not reflect your full context, physical condition, environment, or skill level;
(c) Sparrow cannot verify the accuracy of all outputs;
(d) you should independently evaluate outputs and use common sense and safe practices; and
(e) Sparrow makes no warranties regarding the accuracy, completeness, or suitability of any output.

3.2 Health & Training Risk
Golf and physical training carry inherent risk of injury. You are responsible for training safely, using appropriate equipment, warming up, and stopping when necessary. Do not use the Services while driving or engaging in activities that require your full attention.

3.3 No Professional Advice
The Services do not provide medical care, mental health services, diagnosis, treatment, or professional advice of any kind. Always consult qualified professionals for regulated advice or important matters.
 
4. ELIGIBILITY

4.1 Age Requirements
You must be at least 13 years old to use the Services. If you are between 13 and 17 (or the age of majority where you live), you may use the Services only with the consent and supervision of a parent or legal guardian who agrees to these Terms.

4.2 Additional Eligibility
You also represent and warrant that:
(a) you have the legal capacity to enter into these Terms (including on behalf of an entity, if applicable);
(b) you have not been previously suspended or removed from the Services (unless authorized by Sparrow);
(c) your use complies with applicable law; and
(d) you are not located in a country subject to U.S. embargo or listed on prohibited/restricted party lists.
 
5. ACCOUNTS AND SECURITY

5.1 Account Creation
To use certain features, you may need to register an account (“Account”). You agree to provide accurate, current, and complete information and to keep it updated. You may delete your Account at any time by following instructions in the Services. Sparrow may suspend or terminate your Account in accordance with Section 17.

5.2 Account Responsibilities
You are responsible for maintaining confidentiality of your login credentials and for all activity under your Account. Notify Sparrow immediately of any unauthorized use or suspected breach.
 
6. SUBSCRIPTIONS, FEES, AND IN-APP PURCHASES (IF/WHERE AVAILABLE)
If the Services offer paid features, subscriptions, or in-app purchases, the following applies.

6.1 Billing and Auto-Renewal (Subscriptions)
Where subscriptions are offered, they may auto-renew unless cancelled before the renewal date according to the applicable store or billing platform rules shown at checkout.

6.2 Apple In-App Purchases (iOS)
If you use the Services on an iOS device and purchase enhanced features via Apple’s App Store (“In-App Purchases”), then:
(a) payment is charged to your Apple ID account upon confirmation;
(b) subscriptions renew unless auto-renew is turned off at least 24 hours before the end of the current period;
(c) your account will be charged for renewal within 24 hours prior to the end of the current period; and
(d) you can manage subscriptions in your Apple account settings.

Billing platform; refunds. If you purchase through Apple, Apple processes payment and manages billing and refunds under Apple’s terms. Any refund requests must be directed to Apple (unless applicable law provides otherwise).

For inquiries relating to the Services (not Apple billing), contact Sparrow at coach@sparrowup.com.

6.3 Trials and Promotions (If Offered)
If you receive a free trial, discounted period, or promotional pricing, it may convert to a paid subscription unless you cancel before the trial or promotional period ends, as described at checkout.
 
7. USER CONTENT, OUTPUTS, AND ANALYTICS CONTENT

7.1 Definitions
“User Content” means any content you submit to or use with the Services (e.g., profile content, videos, audio, uploads).
“Output” means AI-assisted or automated feedback, insights, or suggestions generated through the Services based on your User Content and interactions.
“Analytics” may include aggregated or de-identified usage and performance data generated from your use of the Services.

7.2 Your Responsibility for User Content
You are solely responsible for your User Content and all risks associated with it, including any reliance by others and any disclosure that identifies you or third parties. Sparrow is not obligated to back up User Content and it may be deleted at any time, subject to applicable law and our data retention practices.

7.3 License Grant to Sparrow
You retain ownership of your User Content. You grant Sparrow a non-exclusive, royalty-free, fully paid, worldwide license to host, store, reproduce, modify (for technical formatting), display, perform, and otherwise use your User Content solely to operate, provide, maintain, secure, and improve the Services, including to develop and improve features (such as analytics and AI-assisted functionality) where available.
You also grant Sparrow the right to share User Content with service providers who process it on Sparrow’s behalf (e.g., hosting and processing vendors) consistent with the Privacy Policy and subject to appropriate confidentiality obligations.
If you delete your User Content, Sparrow will take reasonable steps to delete it from active systems within a reasonable time, except where retention is required for legal, safety, dispute, or backup purposes, or where your User Content has been shared with others (if applicable) and they have not deleted it.

7.4 Permissions and Consents
You represent and warrant that you have all rights necessary to upload and submit User Content, and that your User Content (including any recordings of other people) complies with applicable laws and does not violate anyone’s rights. If your User Content includes a third party, you represent that you have obtained any required consent to record and share that content with Sparrow.

7.5 Feedback
If you provide feedback or suggestions (“Feedback”), you assign to Sparrow all rights in such Feedback, and Sparrow may use it without restriction or compensation.
 
8. PROHIBITED CONDUCT AND ACCEPTABLE USE
You agree not to use the Services to collect, upload, transmit, display, distribute any content, or engage in any conduct that:

8.1 Harmful / Illegal Content
(a) infringes any third-party rights (copyright, trademark, privacy, publicity, etc.);
(b) is unlawful, harassing, abusive, threatening, harmful, invasive of privacy, vulgar, defamatory, false, intentionally misleading, pornographic, obscene, or patently offensive;
(c) promotes racism, bigotry, hatred, or physical harm against any group or individual;
(d) is harmful to minors; or
(e) violates any law, regulation, or third-party obligations.
8.2 Technical Abuse
(a) upload malware/viruses;
(b) spam or send unsolicited promotions;
(c) scrape, harvest, or collect other users’ data without consent;
(d) disrupt or overload the Services;
(e) attempt unauthorized access;
(f) reverse engineer, decompile, or attempt to derive source code or underlying methods;
(g) use automated agents/scripts to create multiple accounts or scrape/mine data (except limited, revocable permission for public search engine indexing as described in Sparrow’s robots.txt); or
(h) access the Services to build a competing product or service.
8.3 Misuse of Outputs / Safety Misuse
You agree not to:
(a) rely on Outputs for high-stakes decisions (including medical, legal, or safety-critical decisions);
(b) attempt drills or training activities that are unsafe or exceed your ability; or
(c) bypass, disable, or interfere with any safety-related features or restrictions.

8.4 Child Safety / Minors Protections
You agree not to exploit, harm, or attempt to exploit or harm minors, including soliciting personal information, grooming behavior, sexualizing minors, or posting/uploading/requesting illegal or exploitative content involving minors.

8.5 Enforcement; Reporting
We may review content, investigate violations, remove content, restrict visibility, suspend accounts, and/or report suspected illegal conduct to law enforcement where required or appropriate. The Services may include reporting/blocking tools where available; do not abuse them.
 
9. INTELLECTUAL PROPERTY RIGHTS

9.1 Sparrow IP
Excluding User Content, all intellectual property rights in the Services and content are owned by Sparrow or its suppliers. These Terms do not transfer ownership to you.

9.2 Limited License
Subject to these Terms, Sparrow grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your personal, noncommercial use.

9.3 Restrictions
You may not license, sell, rent, lease, assign, distribute, host, commercially exploit, modify, create derivative works, reverse engineer, or otherwise misuse the Services except as expressly permitted.
 
10. HEALTH AND FITNESS DISCLAIMERS

10.1 General Health
To use Sparrow, you should be in a good general state of health. If you have any doubts or pre-existing conditions (including cardiovascular, respiratory, spinal/joint, neuromuscular conditions, recent surgery, or other health issues), consult a doctor before starting or continuing.

10.2 No Substitute for Medical Advice
The Services do not constitute medical advice and are not a substitute for medical examination or treatment.

10.3 Fitness/Training Output Disclaimer
Any guidance, feedback, or recommendations provided through the Services (including automated analysis) are for informational and educational purposes only and do not constitute medical, clinical, or professional advice.
 
11. THIRD-PARTY LINKS, ADS, AND OTHER USERS

11.1 Third-Party Links & Ads
The Services may contain third-party links and ads. Sparrow does not control and is not responsible for third-party content. Your use is at your own risk and subject to third-party terms/policies.

11.2 Other Users
Each user is responsible for their own content. Sparrow is not responsible for User Content provided by others. Your interactions with other users are solely between you and them.

11.3 Release (Including California Residents)
You release Sparrow and waive claims arising out of or related to the Services, including interactions with other users and third-party links/ads. If you are a California resident, you waive California Civil Code Section 1542.
 
12. DISCLAIMERS AND WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
To the maximum extent permitted by law, Sparrow (and its suppliers) disclaim all warranties and conditions, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement.
We do not warrant that the Services will be uninterrupted, timely, secure, error-free, accurate, reliable, virus-free, complete, legal, or safe. If applicable law requires warranties, they are limited in duration to ninety (90) days from first use.
 
13. CHILDREN’S PRIVACY
The Services are not intended for children under 13. We do not knowingly collect personal information from children under 13. If you believe a child under 13 has provided personal information, contact us so we can take appropriate action.
 
14. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Sparrow (and its suppliers) will not be liable for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost data, or procurement of substitute products, arising from or relating to these Terms or your use (or inability to use) the Services, even if advised of the possibility.
To the maximum extent permitted by law, Sparrow’s total liability for any damages arising from or related to this Agreement will be limited to a maximum of one hundred U.S. dollars (US $100). The existence of more than one claim does not enlarge this limit.
These limitations are fundamental elements of the basis of the bargain between you and Sparrow.
Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.
 
15. INDEMNIFICATION
You agree to indemnify and hold Sparrow (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand by any third party arising out of:
(a) your use of the Services;
(b) your violation of these Terms;
(c) your violation of applicable laws or regulations; or
(d) your User Content.
Sparrow may assume exclusive defense/control of any matter you must indemnify, and you agree to cooperate.
 
16. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
16.0 Arbitration Opt-Out
You may opt out of arbitration within 30 days of first accepting these Terms by emailing coach@sparrowup.com with the subject line “Arbitration Opt-Out” and including: (i) your name; (ii) the email address and/or phone number associated with your account; and (iii) a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor Sparrow can require arbitration.
16.1 Informal Dispute Resolution; Notice of Dispute
Before initiating arbitration, the party must send a written Notice of Dispute describing the claim and requested relief. Notice to Sparrow must be sent to:

Sparrow Vision, Inc.
64 Beaver St, #203
New York, NY 10004, United States

Email: coach@sparrowup.com

If not resolved within thirty (30) days after receipt of the Notice, either party may begin arbitration.

16.2 Agreement to Arbitrate; Applicability
All claims and disputes (excluding claims for injunctive or equitable relief as described below) that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis.

16.3 Arbitration Provider and Rules
Arbitration will be initiated through the American Arbitration Association (“AAA”) under the AAA Consumer Arbitration Rules. A single neutral arbitrator will conduct the arbitration.

16.4 Class Action and Jury Trial Waiver
YOU AND SPARROW WAIVE THE RIGHT TO A JURY TRIAL.
ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. No class actions, representative actions, or consolidated proceedings are permitted.

16.5 Small Claims Court
Either party may bring an individual action in small claims court.

16.6 Location and Procedure
Hearings will be held within 100 miles of your residence (if you reside in the U.S.) unless rules provide otherwise or the parties agree. Certain claims may be resolved by written submissions/remote methods per AAA rules.

16.7 Confidentiality
All aspects of the arbitration are confidential unless otherwise required by law.

16.8 Injunctive Relief; IP
Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

16.9 Severability and Survival
If any portion is unenforceable, the remainder remains in effect. This arbitration agreement survives termination.

16.10 Courts for Permitted Litigation
Where arbitration permits litigation, the parties agree to personal jurisdiction in courts located within New York County, New York, unless otherwise required by applicable law.
 
17. TERM AND TERMINATION
You may stop using the Services at any time. These Terms remain in effect while you use the Services. Sparrow may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at Sparrow’s sole discretion, including for violations of these Terms. Termination may include deletion of User Content. Sparrow will not be liable for termination or deletion to the maximum extent permitted by law.

Provisions that by their nature should survive termination will survive, including sections covering IP, disclaimers, limitation of liability, indemnification, and dispute resolution.
 
18. GENERAL PROVISIONS

18.1 Export Controls
The Services may be subject to U.S. export control laws. You agree not to export, reexport, or transfer any U.S. technical data acquired from Sparrow in violation of applicable export laws.

18.2 Governing Law
These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to conflict of laws provisions.

18.3 Electronic Communications
You consent to receive communications electronically and agree electronic communications satisfy legal writing requirements.

18.4 Entire Agreement; No Waiver; Assignment
These Terms (including materials incorporated by reference, such as the Privacy Policy) constitute the entire agreement. Sparrow’s failure to enforce any provision is not a waiver. You may not assign these Terms without Sparrow’s consent; Sparrow may assign freely.
 
19. COPYRIGHT POLICY (DMCA)
Sparrow respects intellectual property rights and will remove infringing materials and terminate repeat infringers in appropriate circumstances.
If you believe content infringes your copyright, provide a written notification (pursuant to 17 U.S.C. § 512(c)) including: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification and location of the infringing material; (d) your contact information; (e) a statement of good faith belief; and (f) a statement under penalty of perjury that the information is accurate and you are authorized to act.

Designated Copyright Agent:

Sparrow Vision, Inc.
Attn.: DMCA Agent
64 Beaver St, #203
New York, NY 10004, United States
Email: coach@sparrowup.com
 
20. APPLE TERMS (iOS ONLY)

20.1 Notice Regarding Apple
If you use our iOS app, you acknowledge these Terms are between you and Sparrow only, not Apple. Apple is not responsible for the Services. If the app fails to conform to an applicable warranty, you may notify Apple and Apple will refund any applicable purchase price (if any); Apple has no other warranty obligation to the maximum extent permitted by law. Apple is not responsible for claims relating to the Services, including product liability, regulatory compliance, or IP infringement claims. You agree to comply with applicable third-party terms. Apple and its subsidiaries are third-party beneficiaries and may enforce these Terms as such.

20.2 In-App Purchases
If you purchase In-App Purchases, App Store terms apply and you manage subscriptions through your Apple account settings. For billing questions or refunds, contact Apple. For questions about Sparrow, contact coach@sparrowup.com.
 
21. CONTACT INFORMATION

Sparrow Vision, Inc.
64 Beaver St, #203
New York, NY 10004, United States
Email: coach@sparrowup.com