TERMS & CONDITIONS

X Boat LLC – Terms and Conditions of Sale and Service

Effective Date: October 17, 2025

These Terms and Conditions (the “Terms”) explain how X Boat LLC (“XBoat,” “we,” “us,” or “our”) provides its products and services – including hardware, software, analytics, and support (together, the “Services”).

These Terms apply to all product tiers: Essentials (included with Equipment purchase), Pro Analytics Subscription (“Pro”), and Elite Subscription (“Elite”). Details for each appear in Addendum A (Pro) and Addendum B (Elite).

XBoat works with a wide range of customers, from individual athletes to clubs, schools, and national teams. By signing an XBoat quote, order form, or invoice that references these Terms (an “Order”), or by using any part of the Services, the person or organization identified on the Order (“Customer”) agrees to these Terms.

If you have questions before agreeing, please contact legal@xboat.com – we want you to understand how your purchase and data are handled.

Effective Date: October 17, 2025

If you have questions before agreeing, please contact legal@xboat.com – we want you to understand how your purchase and data are handled.

1. Accounts, Eligibility, and Access

1.1 Definitions. For clarity and consistency, the following terms apply throughout these Terms:

Customer: the person or entity that executes an Order for the purchase or subscription of XBoat Equipment or Services. The Customer may also act as an Administrator (for team accounts) or as an Athlete using an individual account.
Order: a quote, order form, or invoice issued by XBoat and executed by the Customer specifying quantities, tiers, pricing, and term details.
Services: all XBoat offerings, including Equipment, firmware, software, cloud analytics, and related support.
Equipment: XBoat hardware and embedded firmware, including current and future sensors, monitors, accessories, and related components designed to capture, transmit, or analyze rowing or other performance data.
User: any individual who creates an account on xboat.com or through an XBoat application. Users may access the Services in one or more roles described below.
Team: a group of data associated under an Administrator (see below) for collective training or data analysis purposes.
Team Profile: a construct for categorizing the use of XBoat Equipment by distinct participants and facilitating the access of Users to Teams.
Administrator: a User who manages a Team, can create Team Profiles, invite and disconnect Users to Team Profiles, assign Seats, and configure Team settings.
Athlete: a User assigned to a Seat who uses the Equipment or Services for training or performance analysis.
Coach: a User authorized by an Administrator to view, analyze, or manage Athlete data through the Services.
Seat: a license permitting the use of subscription features as specified on an Order. Seats are equivalent to the number of distinct participants concurrently utilizing XBoat Equipment.
Membership Year: each twelve-month period beginning on a Seat’s Effective Date and each anniversary thereafter.
Documentation: user guides, specifications, and support materials provided or made available by XBoat.
Data: information collected, generated, or transmitted through the Equipment or Services, including performance metrics, telemetry, and account information, as further described in XBoat’s Privacy Policy.

1.2 Eligibility and Age Requirements. To ensure safe and lawful use of the Services, the following eligibility requirements apply to all Customers and Users:

Minimum Age: The Services are intended for individuals aged thirteen (13) years or older, or any higher minimum age required by local law. Individuals under this age may not create an account or use the Services under any circumstances.
Minors and Consent: If a User is under the legal age to enter a binding agreement, a parent, guardian, or authorized representative must act as the Customer and accept these Terms on the User’s behalf.
Institutional Use: For Teams operated by schools, clubs, or national programs, the Administrator is responsible for confirming that all participating Athletes have the necessary parental or institutional consent to use the Services.
Right to Refuse Access: XBoat may, at its discretion, limit or deny access to the Services where required by law, or to protect minors or account integrity.

1.3 Account Registration and Security. To access certain features of the Services, Users must maintain an active XBoat account. The following conditions apply:

Account Information: Users must provide accurate, complete, and current information during registration and keep that information updated.
Account Credentials: Users are responsible for safeguarding login credentials and for all activity occurring under their accounts. XBoat is not responsible for any loss or damage arising from unauthorized access resulting from compromised credentials.
Team Accounts: Administrators manage Team access, including assigning Seats and inviting Coaches and Athletes. XBoat is not responsible for Team administration, internal management, or disputes between Users.
Security Measures: XBoat may disable, suspend, or restrict access to accounts if unauthorized activity is suspected or to maintain system integrity.
Notification Obligation: Users must promptly notify XBoat of any unauthorized use, breach, or suspected compromise of account security by emailing security@xboat.com.

1.4 Team Accounts and Roles. The following terms govern Team account structure and management:

Team Creation: A Team is established when a Customer designates a User to administer a Team. Each Team operates under the User’s account.
Administrator Authority: The Administrator controls Team settings, manages access permissions, and may invite or remove Coaches and Athletes at any time.
Coach Authority: Coaches may view and analyze Athlete data, manage training sessions, and edit Seat assignments within the Team as permitted by the Administrator.
User Responsibilities: Coaches and Athletes must use the Services in accordance with these Terms and any policies established by the Administrator.
Ownership and Control: The Customer, through the Administrator, retains control over all Team access and associated Data. XBoat is not responsible for Team administration, roster management, or internal disputes among Users.
Transfer or Reassignment: User roles may be reassigned within a Team by the Administrator or by Coaches with appropriate permissions during the active subscription term, subject to these Terms.
Deactivation: XBoat may suspend or deactivate a Team or individual User account if misuse, unauthorized access, or breach of these Terms is suspected.

1.5 Parental or Institutional Consent. XBoat supports youth and scholastic rowing programs while maintaining compliance with applicable child-protection and data-privacy laws.

Consent Requirement: Where an Athlete is under the age of majority in the relevant jurisdiction, a parent, guardian, or authorized institutional representative must consent to that Athlete’s participation and data collection through the Services.
Administrator Responsibility: For Teams operated by schools, clubs, or national programs, the Administrator is responsible for confirming that all participating Athletes have the necessary parental or institutional consent before granting account access or assigning a Seat.
Verification: XBoat may, at its discretion, request confirmation of such consent or require additional verification before activating or maintaining an account for a minor.
Limitation of Responsibility: XBoat provides the platform but does not independently verify parental or institutional consent and is not liable for an Administrator’s or Team’s failure to obtain or document such consent.

1.6 Account Termination and Deactivation. Accounts may be closed by Users or deactivated by XBoat under the following conditions:

User Closure: Users may close their individual accounts and delete associated Data at any time through account settings at app.xboat.com or by contacting support@xboat.com. Account closure and Data deletion are permanent and may limit access to Services.
Team Accounts: Only the Administrator may request closure of a Team account. When a Team account is closed, access for all associated Coaches and Athletes will end, and Data retention will be governed by Section 8 (Data, Privacy, Security, and DPA).
XBoat Deactivation: XBoat may suspend or deactivate any account or Team if (a) unauthorized use or security risk is detected, (b) a breach of these Terms occurs, or (c) required by law or regulation.
Effect of Deactivation: During suspension, XBoat may restrict or disable account access as allowed by applicable law while preserving associated Data. XBoat will notify the User, Customer, or Administrator when practicable and may permanently delete inactive accounts after a reasonable period.

1.7 Accessibility. XBoat aims to make our Services accessible to all athletes. Users who require assistance with account setup, consent processes, or the use of adaptive equipment may contact support@xboat.com to request reasonable accommodations. While XBoat cannot guarantee compatibility with all assistive technologies, we will make good-faith efforts to support accessible use of the Services.

1.1 Definitions. For clarity and consistency, the following terms apply throughout these Terms:

Customer: the person or entity that executes an Order for the purchase or subscription of XBoat Equipment or Services. The Customer may also act as an Administrator (for team accounts) or as an Athlete using an individual account.
Order: a quote, order form, or invoice issued by XBoat and executed by the Customer specifying quantities, tiers, pricing, and term details.
Services: all XBoat offerings, including Equipment, firmware, software, cloud analytics, and related support.
Equipment: XBoat hardware and embedded firmware, including current and future sensors, monitors, accessories, and related components designed to capture, transmit, or analyze rowing or other performance data.
User: any individual who creates an account on xboat.com or through an XBoat application. Users may access the Services in one or more roles described below.
Team: a group of data associated under an Administrator (see below) for collective training or data analysis purposes.
Team Profile: a construct for categorizing the use of XBoat Equipment by distinct participants and facilitating the access of Users to Teams.
Administrator: a User who manages a Team, can create Team Profiles, invite and disconnect Users to Team Profiles, assign Seats, and configure Team settings.
Athlete: a User assigned to a Seat who uses the Equipment or Services for training or performance analysis.
Coach: a User authorized by an Administrator to view, analyze, or manage Athlete data through the Services.
Seat: a license permitting the use of subscription features as specified on an Order. Seats are equivalent to the number of distinct participants concurrently utilizing XBoat Equipment.
Membership Year: each twelve-month period beginning on a Seat’s Effective Date and each anniversary thereafter.
Documentation: user guides, specifications, and support materials provided or made available by XBoat.
Data: information collected, generated, or transmitted through the Equipment or Services, including performance metrics, telemetry, and account information, as further described in XBoat’s Privacy Policy.

1.2 Eligibility and Age Requirements. To ensure safe and lawful use of the Services, the following eligibility requirements apply to all Customers and Users:

Minimum Age: The Services are intended for individuals aged thirteen (13) years or older, or any higher minimum age required by local law. Individuals under this age may not create an account or use the Services under any circumstances.
Minors and Consent: If a User is under the legal age to enter a binding agreement, a parent, guardian, or authorized representative must act as the Customer and accept these Terms on the User’s behalf.
Institutional Use: For Teams operated by schools, clubs, or national programs, the Administrator is responsible for confirming that all participating Athletes have the necessary parental or institutional consent to use the Services.
Right to Refuse Access: XBoat may, at its discretion, limit or deny access to the Services where required by law, or to protect minors or account integrity.

1.3 Account Registration and Security. To access certain features of the Services, Users must maintain an active XBoat account. The following conditions apply:

Account Information: Users must provide accurate, complete, and current information during registration and keep that information updated.
Account Credentials: Users are responsible for safeguarding login credentials and for all activity occurring under their accounts. XBoat is not responsible for any loss or damage arising from unauthorized access resulting from compromised credentials.
Team Accounts: Administrators manage Team access, including assigning Seats and inviting Coaches and Athletes. XBoat is not responsible for Team administration, internal management, or disputes between Users.
Security Measures: XBoat may disable, suspend, or restrict access to accounts if unauthorized activity is suspected or to maintain system integrity.
Notification Obligation: Users must promptly notify XBoat of any unauthorized use, breach, or suspected compromise of account security by emailing security@xboat.com.

1.4 Team Accounts and Roles. The following terms govern Team account structure and management:

Team Creation: A Team is established when a Customer designates a User to administer a Team. Each Team operates under the User’s account.
Administrator Authority: The Administrator controls Team settings, manages access permissions, and may invite or remove Coaches and Athletes at any time.
Coach Authority: Coaches may view and analyze Athlete data, manage training sessions, and edit Seat assignments within the Team as permitted by the Administrator.
User Responsibilities: Coaches and Athletes must use the Services in accordance with these Terms and any policies established by the Administrator.
Ownership and Control: The Customer, through the Administrator, retains control over all Team access and associated Data. XBoat is not responsible for Team administration, roster management, or internal disputes among Users.
Transfer or Reassignment: User roles may be reassigned within a Team by the Administrator or by Coaches with appropriate permissions during the active subscription term, subject to these Terms.
Deactivation: XBoat may suspend or deactivate a Team or individual User account if misuse, unauthorized access, or breach of these Terms is suspected.

1.5 Parental or Institutional Consent. XBoat supports youth and scholastic rowing programs while maintaining compliance with applicable child-protection and data-privacy laws.

Consent Requirement: Where an Athlete is under the age of majority in the relevant jurisdiction, a parent, guardian, or authorized institutional representative must consent to that Athlete’s participation and data collection through the Services.
Administrator Responsibility: For Teams operated by schools, clubs, or national programs, the Administrator is responsible for confirming that all participating Athletes have the necessary parental or institutional consent before granting account access or assigning a Seat.
Verification: XBoat may, at its discretion, request confirmation of such consent or require additional verification before activating or maintaining an account for a minor.
Limitation of Responsibility: XBoat provides the platform but does not independently verify parental or institutional consent and is not liable for an Administrator’s or Team’s failure to obtain or document such consent.

1.6 Account Termination and Deactivation. Accounts may be closed by Users or deactivated by XBoat under the following conditions:

User Closure: Users may close their individual accounts and delete associated Data at any time through account settings at app.xboat.com or by contacting support@xboat.com. Account closure and Data deletion are permanent and may limit access to Services.
Team Accounts: Only the Administrator may request closure of a Team account. When a Team account is closed, access for all associated Coaches and Athletes will end, and Data retention will be governed by Section 8 (Data, Privacy, Security, and DPA).
XBoat Deactivation: XBoat may suspend or deactivate any account or Team if (a) unauthorized use or security risk is detected, (b) a breach of these Terms occurs, or (c) required by law or regulation.
Effect of Deactivation: During suspension, XBoat may restrict or disable account access as allowed by applicable law while preserving associated Data. XBoat will notify the User, Customer, or Administrator when practicable and may permanently delete inactive accounts after a reasonable period.

2. Orders, Term, and Renewal

2.1 Order Formation. Each Order specifies the applicable quantities, tier, pricing, term, and any other relevant details. An Order becomes binding when the Customer (a) completes checkout through xboat.com or app.xboat.com, or (b) signs a quote, invoice, or Elite Subscription Agreement referencing these Terms. By placing an Order, the Customer agrees to these Terms and represents that all information provided (including billing, shipping, and contact details) is accurate and authorized. XBoat may decline or cancel an Order if fraud, error, or unauthorized activity is suspected.

2.2 Effective Date and Initial Term. For Customers subscribing to XBoat Analytics (including Pro, Elite, or any future subscription tier), the subscription term begins on the date the Customer first activates or accesses the applicable Services or Equipment (the “Effective Date”), unless otherwise stated in the Order. The Initial Term is twelve (12) months for Pro and three (3) years for Elite, unless otherwise stated in the Order. Each subscription continues through its Initial Term unless terminated in accordance with these Terms.

2.3 Renewal. For Customers subscribing to XBoat Analytics (including Pro, Elite, or any future subscription tier or add-on), renewal terms apply as follows:

Pro Subscriptions: Pro subscriptions automatically renew for successive one-year periods (each, a “Renewal Term”) at XBoat’s then-current list price, unless the Customer cancels renewal by notifying support@xboat.com any time before the renewal date. XBoat will provide renewal details and any pricing changes at least sixty (60) days in advance.
Elite Subscriptions: Elite subscriptions renew only with the Customer’s written confirmation or execution of a new Order. XBoat will provide renewal details and any pricing changes at least sixty (60) days in advance. If the Customer does not confirm renewal before the end of the current term, the subscription will expire automatically.
Future Tiers or Add-Ons: Any future paid tiers or add-ons will renew according to the renewal terms provided at the time of purchase or as stated in the applicable Order.
Termination at Expiry: Upon non-renewal or expiration, access to paid features will end at the close of the applicable term, and related Data will be retained or deleted per Section 8.

2.4 Tier Changes. For Customers subscribing to XBoat Analytics (including Pro, Elite, or any future subscription tier or add-on), tier changes are governed as follows:

Upgrades: Customers may upgrade to a higher tier or add-on at any time by submitting a new Order. The upgrade will take effect upon activation. XBoat may apply a pro rata credit for any unused portion of the prior subscription term, as reflected in the new Order or invoice.
Downgrades: Customers may request to downgrade to a lower tier or remove add-ons effective at the end of the current term. Downgrades take effect only upon renewal and do not entitle the Customer to a refund for any portion of the existing term.
Elite Subscriptions: Changes to Elite subscriptions require execution of a new Order.
Future Offerings: Any additional upgrade or downgrade terms applicable to new tiers or add-ons will be stated at the time of purchase or in a corresponding Addendum.

2.5 Price Changes and Order Corrections. XBoat may update its list prices or fees for future Orders, Renewals, or add-ons. Any change will take effect only at the start of the next Renewal Term, and XBoat will provide written notice of pricing changes at least sixty (60) days in advance. Prices stated in an executed Order remain fixed for the duration of that Order’s current term. XBoat may correct typographical, computational, or billing errors in Orders or invoices and will promptly notify the Customer of any correction.

2.6 Cancellations and Modifications. Before activation or shipment of Equipment, Customers may request cancellation or modification of an Order by contacting support@xboat.com. XBoat will confirm whether the request can be accommodated. Once an Order has been activated, shipped, or fulfilled, cancellations and returns are governed by Section 7 (Returns, Cancellations, and Changes).

2.3 Renewal. For Customers subscribing to XBoat Analytics (including Pro, Elite, or any future subscription tier or add-on), renewal terms apply as follows:

Pro Subscriptions: Pro subscriptions automatically renew for successive one-year periods (each, a “Renewal Term”) at XBoat’s then-current list price, unless the Customer cancels renewal by notifying support@xboat.com any time before the renewal date. XBoat will provide renewal details and any pricing changes at least sixty (60) days in advance.
Elite Subscriptions: Elite subscriptions renew only with the Customer’s written confirmation or execution of a new Order. XBoat will provide renewal details and any pricing changes at least sixty (60) days in advance. If the Customer does not confirm renewal before the end of the current term, the subscription will expire automatically.
Future Tiers or Add-Ons: Any future paid tiers or add-ons will renew according to the renewal terms provided at the time of purchase or as stated in the applicable Order.
Termination at Expiry: Upon non-renewal or expiration, access to paid features will end at the close of the applicable term, and related Data will be retained or deleted per Section 8.

2.4 Tier Changes. For Customers subscribing to XBoat Analytics (including Pro, Elite, or any future subscription tier or add-on), tier changes are governed as follows:

Upgrades: Customers may upgrade to a higher tier or add-on at any time by submitting a new Order. The upgrade will take effect upon activation. XBoat may apply a pro rata credit for any unused portion of the prior subscription term, as reflected in the new Order or invoice.
Downgrades: Customers may request to downgrade to a lower tier or remove add-ons effective at the end of the current term. Downgrades take effect only upon renewal and do not entitle the Customer to a refund for any portion of the existing term.
Elite Subscriptions: Changes to Elite subscriptions require execution of a new Order.
Future Offerings: Any additional upgrade or downgrade terms applicable to new tiers or add-ons will be stated at the time of purchase or in a corresponding Addendum.

3. Fees, Taxes, and Payments

3.1 Fees. All prices and fees are as stated in the applicable Order and are payable in full in advance unless otherwise specified. Subscription and service fees are non-refundable except as expressly provided in these Terms or required by law.

Individual Customers: For Customers purchasing through xboat.com or app.xboat.com, payment is due at checkout.
Institutional Customers: For Customers including schools, clubs, or national programs, payment is due in accordance with the terms stated in the applicable Order or invoice.

XBoat may offer volume or promotional pricing at its discretion, which applies only as expressly stated in the corresponding Order or promotion.

3.2 Payment Terms. Payments may be made by credit card, bank transfer, or other method approved by XBoat. Customers are responsible for any transaction or bank fees imposed by their payment provider. For invoiced payments, the payment due date and instructions appear on the applicable invoice or Order. Payment is not considered received until funds have cleared XBoat’s designated account.

3.3 Taxes. All prices and fees are exclusive of sales, use, value-added, goods and services, or similar taxes, duties, or charges (collectively, “Taxes”). The Customer is responsible for all Taxes imposed in connection with its purchase or use of the Services, other than Taxes based on XBoat’s net income. If XBoat is required to collect or remit Taxes on the Customer’s behalf, those amounts will appear on the applicable Order or invoice and are payable at the same time as the underlying fees. Customers may provide valid exemption documentation where applicable.

3.4 Currency and Processing Fees. All prices and payments are stated and payable in U.S. dollars unless otherwise specified in the applicable Order. For card payments, XBoat may pass through the processing fee up to the maximum amount permitted by law. If payment is made in a currency other than U.S. dollars, the Customer is responsible for any conversion charges or bank fees.

3.5 Late Payments. For invoiced Customers, any undisputed amount not received by the due date accrues interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. If an invoice remains unpaid for more than ninety (90) days after the due date, XBoat may, after written notice and a fifteen (15)-day cure period, suspend access to the Services until payment is received. During suspension, stored Data will be preserved where technically feasible and reinstated upon full payment.

Individual Customers: For Customers purchasing through xboat.com or app.xboat.com, payment is due at checkout.
Institutional Customers: For Customers including schools, clubs, or national programs, payment is due in accordance with the terms stated in the applicable Order or invoice.

XBoat may offer volume or promotional pricing at its discretion, which applies only as expressly stated in the corresponding Order or promotion.

4. Equipment, Title, and Delivery

4.1 Equipment Purchase. Customers who purchase Equipment own the purchased units once payment is received in full. Equipment purchases include access to core software functionality at no additional cost (XBoat Essentials). Purchased Equipment may be used with or without an active XBoat Analytics subscription. Customers are responsible for the proper use, care, and maintenance of purchased Equipment in accordance with XBoat’s Documentation.

4.2 Subscribed Equipment. For Customers on the Elite Subscription, Equipment may be provided for use during the subscription term. Unless otherwise stated in the Order, title to such Equipment remains with XBoat, and the Customer receives only a limited right to use the Equipment in accordance with these Terms and the applicable Addendum. Customers must maintain the Equipment in good condition, use it only for its intended purpose, and return it upon expiration or termination of the applicable subscription. XBoat reserves the right to invoice the Customer at XBoat’s then-current list price for any Equipment not returned within the period specified in the applicable Addendum.

4.3 Title and Risk of Loss. Title to purchased Equipment transfers to the Customer once XBoat receives full payment. For subscribed Equipment, title remains with XBoat at all times. Unless otherwise stated in the Order, XBoat bears the risk of loss or damage in transit until the Equipment is delivered to the Customer’s designated delivery address. Upon delivery, risk of loss transfers to the Customer.

4.4 Delivery. Unless otherwise stated in the Order, XBoat will arrange shipment of Equipment to the Customer’s designated delivery address using a reputable carrier. Delivery occurs when the Equipment is first received by the Customer or its designated carrier or representative. XBoat will make reasonable efforts to meet estimated delivery dates but is not liable for delays caused by carriers, customs, or events beyond its reasonable control. Shipping and handling charges, if any, will appear on the applicable Order or invoice.

4.5 Compatibility and Use. Customers must use Equipment in accordance with XBoat’s Documentation and instructions. Use of unapproved accessories may impair performance or safety and is not covered under warranty. XBoat is not responsible for damage or data loss resulting from misuse, neglect, modification, or operation outside the specified environmental or safety conditions.

4.6 Damaged on Arrival (DOA). If Equipment arrives damaged or inoperable, the Customer must notify XBoat in writing at support@xboat.com within thirty (30) days of delivery, including reasonable proof of damage. Upon verification, XBoat will provide a prepaid return label and ship replacement hardware of like kind and quality. Title and risk of loss for returned Equipment transfer back to XBoat upon carrier receipt. Replacement Equipment is subject to the same warranty and term as the original unit. XBoat’s obligations under this Section are limited to replacement of the affected Equipment and do not include reimbursement for consequential costs or delays.

5. Software License, Acceptable Use, and Beta Features

5.1 Software License. XBoat grants the Customer a limited, non-exclusive, non-transferable, and revocable license to use XBoat software, firmware, and associated applications (collectively, the “Software”) solely for training, performance analysis, and other lawful purposes consistent with these Terms. The Software may be used only with XBoat Equipment and Services and only by authorized Users within the scope of the Customer’s account or subscription. All rights, title, and interest in and to the Software, and all related intellectual-property rights, remain with XBoat and its licensors. No ownership rights are transferred to the Customer, and all rights not expressly granted are reserved. The license automatically terminates upon expiration or termination of the Customer’s account, subscription, or access to the Services.

5.2 Restrictions. Customers and Users must use the Software and Services only as authorized under these Terms. Except as expressly permitted, the following activities are prohibited:

Reverse Engineering: Copying, modifying, adapting, decompiling, disassembling, or otherwise attempting to derive source code, algorithms, or underlying ideas from any part of the Software or Equipment.
Transfer and Sublicense: Selling, sublicensing, leasing, lending, assigning, or otherwise transferring the Software, Services, or any related access rights to a third party.
Access Limits: Exceeding the number of authorized Seats or sharing credentials among multiple Users.
Commercial Exploitation: Using the Software or Services to operate a competing product or service, to resell analytics outputs, or to redistribute XBoat content, data visualizations, or platform functionality.
Security and Integrity: Introducing malware, interfering with operation, or attempting unauthorized access to the Services or any related systems.

Use of the Software or Services as part of legitimate coaching, training, or team-management activities is permitted, provided such use complies with these Terms and does not involve reselling or redistributing the Software or Services.

5.3 Acceptable Use. Customers and Users must use the Services responsibly and in compliance with applicable law. The following conduct is prohibited:

Unlawful Activity: Using the Services for any unlawful, fraudulent, or harmful purpose, including harassment, defamation, or violation of privacy or publicity rights.
Security Violations: Attempting to access accounts, systems, or data without authorization, testing system vulnerabilities, or introducing malware or other malicious code.
Interference: Disrupting, overloading, or impairing the performance or availability of the Services.
Data Integrity: Misrepresenting identity, impersonating others, or altering, deleting, or accessing data belonging to other Users or Teams without authorization.
Compliance with Policies: Failing to comply with applicable laws, regulations, or XBoat’s published documentation or policies.

XBoat may suspend or terminate access to the Services under Section 15 if it determines that a Customer or User has violated this Section.

5.4 Beta Features. From time to time, XBoat may make certain software, firmware, or analytics features available on a trial or pre-release basis (“Beta Features”). Participation in Beta Features is optional. Beta Features are provided AS IS, without warranty, support, or commitment to continued availability. Their performance, accuracy, and reliability may differ from released versions. XBoat may modify or discontinue any Beta Feature at any time without notice. Feedback or suggestions provided by Customers or Users regarding Beta Features may be used by XBoat to improve, test, or develop its products and services. XBoat will not publicly attribute or disclose any Customer-identifiable information without prior consent.

5.2 Restrictions. Customers and Users must use the Software and Services only as authorized under these Terms. Except as expressly permitted, the following activities are prohibited:

Reverse Engineering: Copying, modifying, adapting, decompiling, disassembling, or otherwise attempting to derive source code, algorithms, or underlying ideas from any part of the Software or Equipment.
Transfer and Sublicense: Selling, sublicensing, leasing, lending, assigning, or otherwise transferring the Software, Services, or any related access rights to a third party.
Access Limits: Exceeding the number of authorized Seats or sharing credentials among multiple Users.
Commercial Exploitation: Using the Software or Services to operate a competing product or service, to resell analytics outputs, or to redistribute XBoat content, data visualizations, or platform functionality.
Security and Integrity: Introducing malware, interfering with operation, or attempting unauthorized access to the Services or any related systems.

5.3 Acceptable Use. Customers and Users must use the Services responsibly and in compliance with applicable law. The following conduct is prohibited:

Unlawful Activity: Using the Services for any unlawful, fraudulent, or harmful purpose, including harassment, defamation, or violation of privacy or publicity rights.
Security Violations: Attempting to access accounts, systems, or data without authorization, testing system vulnerabilities, or introducing malware or other malicious code.
Interference: Disrupting, overloading, or impairing the performance or availability of the Services.
Data Integrity: Misrepresenting identity, impersonating others, or altering, deleting, or accessing data belonging to other Users or Teams without authorization.
Compliance with Policies: Failing to comply with applicable laws, regulations, or XBoat’s published documentation or policies.

XBoat may suspend or terminate access to the Services under Section 15 if it determines that a Customer or User has violated this Section.

6. Support, Maintenance, and Warranties

6.1 Support. XBoat provides technical support for the Services through support@xboat.com and other channels described in the Documentation. Support includes troubleshooting, warranty coordination, and basic operational assistance. Preventative maintenance, component replacements, and other enhanced services may be offered separately or as part of certain subscription tiers, as stated in the applicable Addendum or Order. XBoat will make reasonable efforts to respond to support inquiries promptly and to maintain the availability and performance of the Services, subject to scheduled maintenance and downtime.

6.2 Limited Hardware Warranty – Purchased Equipment. XBoat warrants that purchased Equipment will be free from defects in materials and workmanship under normal use for one (1) year from the date of delivery (the “Warranty Period”). During the Warranty Period, XBoat will, at its option, repair or replace defective Equipment with new or refurbished units of equal or better performance. XBoat may request reasonable cooperation from the Customer in performing diagnostic steps or providing documentation to evaluate the claim. Replacement Equipment assumes the remaining Warranty Period of the original unit. XBoat may, at its discretion, offer at-cost replacement parts after the Warranty Period expires. XBoat will cover standard shipping costs for verified warranty claims. This warranty applies only to the original purchaser and is not transferable except as required by law.

6.3 Limited Hardware Warranty – Elite Subscription. For Customers with an active Elite Subscription, XBoat warrants that the Equipment provided for use under the subscription will be free from defects in materials and workmanship under normal use for the duration of the active subscription term (the “Subscription Warranty Period”). During the Subscription Warranty Period, XBoat will, at its option, repair or replace defective Equipment with new or refurbished units of equal or better performance. XBoat may request reasonable cooperation from the Customer in performing diagnostic steps or providing documentation to evaluate the claim. Replacement Equipment assumes the remaining Subscription Warranty Period of the original unit. XBoat will cover standard shipping costs for verified warranty claims. This warranty terminates automatically upon expiration or cancellation of the Elite Subscription.

6.4 Exclusions. The warranties in this Section do not apply to:

Misuse or Neglect: Damage resulting from misuse, abuse, neglect, improper installation, accident, or operation outside intended or recommended conditions.
Modification or Unauthorized Repair: Damage or defects caused by modification, alteration, or repair not performed or authorized by XBoat.
Environmental or External Factors: Damage caused by liquid contact, corrosion, power surges, or other external sources.
Wear and Cosmetic Issues: Normal wear and tear, cosmetic damage that does not affect function, or consumable components.
Third-Party Accessories: Issues resulting from use of accessories, mounts, chargers, or cables not approved or compatible with XBoat Equipment.
Excessive or Negligent Use: Damage beyond ordinary athletic use, including crushing, submersion, or loss, as defined in Section 11.

6.5 Exclusive Remedy; Disclaimers. The remedies described in this Section 6 are the Customer’s sole and exclusive remedies for any breach of warranty or defect in the Equipment or Services. To the maximum extent permitted by law, XBoat disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. XBoat does not warrant that the Software, analytics, or Services will meet Customer’s requirements, operate without interruption, or be error-free. Some jurisdictions do not allow limitations on implied warranties; in such cases, these disclaimers apply only to the extent permitted by applicable law.

6.6 Authorized Service. Only XBoat or an XBoat-authorized provider may service or repair Equipment. Unauthorized or improper repair, or use of incompatible parts or procedures, may impair performance or safety and is not covered under warranty. For Elite, damage caused by unauthorized or improper repair constitutes a material breach if it renders Equipment unserviceable or unsafe. Replacement parts used by XBoat or its authorized providers may be new or refurbished and of equal or better performance. Any replaced parts may become XBoat’s property unless otherwise required by law.

6.4 Exclusions. The warranties in this Section do not apply to:

Misuse or Neglect: Damage resulting from misuse, abuse, neglect, improper installation, accident, or operation outside intended or recommended conditions.
Modification or Unauthorized Repair: Damage or defects caused by modification, alteration, or repair not performed or authorized by XBoat.
Environmental or External Factors: Damage caused by liquid contact, corrosion, power surges, or other external sources.
Wear and Cosmetic Issues: Normal wear and tear, cosmetic damage that does not affect function, or consumable components.
Third-Party Accessories: Issues resulting from use of accessories, mounts, chargers, or cables not approved or compatible with XBoat Equipment.
Excessive or Negligent Use: Damage beyond ordinary athletic use, including crushing, submersion, or loss, as defined in Section 11.

7. Returns, Cancellations, and Changes

7.1 Return Eligibility and Window. Customers may return the first delivery of purchased Equipment within thirty (30) days after delivery for a refund of amounts paid, less shipping costs. Returned Equipment must be in good condition, include all original components and packaging, and show no signs of misuse or excessive wear. Refunds may be reduced or denied if returned items are incomplete, damaged, or show evidence of use beyond ordinary inspection. Elite Equipment, and any Equipment provided under an active subscription, may be returned only in accordance with the applicable Addendum.

7.2 Return Process. To initiate a return, Customers must contact support@xboat.com within the applicable return window to request a Return Merchandise Authorization (“RMA”). XBoat will provide return instructions and a shipping label or address, depending on the Customer’s location and the reason for return. All Equipment must be returned in its original packaging using a trackable, insured shipping method. Refunds are processed to the original payment method within fourteen (14) days after XBoat receives and inspects the returned Equipment. Shipping costs are non-refundable, and Customers are responsible for return shipping unless otherwise specified by XBoat (for example, verified warranty or DOA claims).

7.3 Order Changes and Cancellations (Pre-Dispatch). Customers may request to change or cancel an Order before the Equipment has been dispatched by contacting support@xboat.com. XBoat will make reasonable efforts to accommodate such requests, but fulfillment and shipping timelines may limit available options. If the Order has not yet shipped, XBoat will cancel or modify it as requested and issue a full refund for any canceled items. Once Equipment has been dispatched, changes or cancellations are subject to the return policy in Section 7.1.

7.4 Title on Returns. For purchased Equipment, title transfers back to XBoat upon the carrier’s receipt of the returned shipment. For Elite Equipment or any Equipment provided under a subscription, title remains with XBoat at all times. Returned Equipment becomes XBoat’s property upon receipt, and XBoat is not obligated to return or preserve any settings or configurations of returned units.

8. Data, Privacy, and Security

8.1 Personal Data and Privacy Policy. XBoat collects, uses, and shares Personal Data as described in the XBoat Privacy Policy available at xboat.com/privacy-policy, which is incorporated by reference into these Terms. The Privacy Policy governs how Personal Data is processed; these Terms govern the commercial relationship and use of the Services. If there is a conflict regarding Personal Data processing, the Privacy Policy controls.

Roles and responsibility:
- Individual accounts (non-Team): XBoat acts as an independent controller of Personal Data provided by the User, as further described in the Privacy Policy.
- Team accounts: The Customer (e.g., school, club, or federation) acts as the controller of Personal Data relating to its Users, and XBoat processes such data on the Customer’s documented instructions to provide the Services. The Parties may enter into a Data Processing Agreement (see §8.3) upon the Customer’s request or where required by applicable data-protection law.
Customer obligations (Teams). The Customer is responsible for (a) providing all legally required notices to, and obtaining any required consents from, its Users (including athletes and coaches); (b) ensuring its instructions to XBoat comply with applicable law; and (c) not submitting special-category or sensitive data to the Services except as permitted by law and necessary for the Services.
Performance data. XBoat may process Athlete Peformance Data and related Data (as defined in §1) to operate, secure, and improve the Services, including quality assurance, support, and analytics. XBoat may use de-identified or aggregated data for product improvement, benchmarking, and research, and will not publicly attribute such data to a Customer or User without consent.
Cross-border transfers. Personal Data may be stored and processed in the United States and other jurisdictions. Where required, XBoat implements appropriate safeguards (such as Standard Contractual Clauses or equivalent measures) for international transfers, as described in the Privacy Policy or the DPA.
Security and incident response. XBoat maintains industry-standard administrative, technical, and physical safeguards appropriate to the nature of the data (see §8.4). Customers remain responsible for secure configuration and access control within their accounts.
Data rights and requests. Users may access, export, or delete their Data through in-product settings where available (see §1.6) or as otherwise described in the Privacy Policy. For Team accounts, XBoat will assist the Customer in responding to data-subject requests where legally required.
Legal disclosures. XBoat may disclose Personal Data when required by law, subpoena, or court order, or to protect the security or integrity of the Services, and will limit such disclosures to the minimum necessary and, where lawful, provide notice to the Customer.

8.2 Performance Data. The Services collect and process performance, usage, and sensor data generated by the Equipment and related software (“Performance Data”). Performance Data may include motion, timing, environmental, and other metrics recorded during use of the Equipment. XBoat processes Performance Data to operate, maintain, and improve the Services, including analytics, diagnostics, performance modeling, and research and development. XBoat may also use Performance Data in de-identified or aggregated form for statistical, benchmarking, or safety purposes, or to enhance product functionality and user experience. Except as required by law or as necessary to provide the Services, XBoat will not disclose identifiable Performance Data or attribute results to a specific Customer, Team, or User without prior written consent. Customers and Users are responsible for ensuring that their use and disclosure of Performance Data comply with applicable law, including any athlete-consent, data-protection, or confidentiality requirements imposed by their organizations or governing bodies.

8.3 Data Processing Agreement (DPA). Where required by applicable data-protection law or upon the Customer’s request, XBoat will make available its standard Data Processing Agreement (DPA) governing the processing of Personal Data by XBoat on behalf of the Customer. The DPA incorporates appropriate data-transfer safeguards and describes XBoat’s processing activities, security measures, and obligations as a data processor. The DPA is available upon request by contacting privacy@xboat.com. For Customers not subject to data-protection laws that require a DPA, the Privacy Policy and these Terms describe XBoat’s data-handling practices in full.

8.4 Security and Safeguards. XBoat implements administrative, technical, and physical safeguards designed to protect Personal Data and Performance Data against unauthorized access, loss, misuse, or alteration. These measures include access controls, encryption in transit and at rest where appropriate, network monitoring, and periodic security assessments. Customers are responsible for maintaining the security of their own account credentials, managing User permissions, and ensuring secure access to the Services. XBoat will notify affected Customers without undue delay if it becomes aware of a confirmed Personal Data breach affecting the Services, and will provide reasonable information to support investigation, remediation, and compliance with applicable legal obligations. Except as expressly stated, XBoat does not guarantee uninterrupted or error-free operation of the Services, and no security measure is infallible.

Roles and responsibility:
- Individual accounts (non-Team): XBoat acts as an independent controller of Personal Data provided by the User, as further described in the Privacy Policy.
- Team accounts: The Customer (e.g., school, club, or federation) acts as the controller of Personal Data relating to its Users, and XBoat processes such data on the Customer’s documented instructions to provide the Services. The Parties may enter into a Data Processing Agreement (see §8.3) upon the Customer’s request or where required by applicable data-protection law.
Customer obligations (Teams). The Customer is responsible for (a) providing all legally required notices to, and obtaining any required consents from, its Users (including athletes and coaches); (b) ensuring its instructions to XBoat comply with applicable law; and (c) not submitting special-category or sensitive data to the Services except as permitted by law and necessary for the Services.
Performance data. XBoat may process Athlete Peformance Data and related Data (as defined in §1) to operate, secure, and improve the Services, including quality assurance, support, and analytics. XBoat may use de-identified or aggregated data for product improvement, benchmarking, and research, and will not publicly attribute such data to a Customer or User without consent.
Cross-border transfers. Personal Data may be stored and processed in the United States and other jurisdictions. Where required, XBoat implements appropriate safeguards (such as Standard Contractual Clauses or equivalent measures) for international transfers, as described in the Privacy Policy or the DPA.
Security and incident response. XBoat maintains industry-standard administrative, technical, and physical safeguards appropriate to the nature of the data (see §8.4). Customers remain responsible for secure configuration and access control within their accounts.
Data rights and requests. Users may access, export, or delete their Data through in-product settings where available (see §1.6) or as otherwise described in the Privacy Policy. For Team accounts, XBoat will assist the Customer in responding to data-subject requests where legally required.
Legal disclosures. XBoat may disclose Personal Data when required by law, subpoena, or court order, or to protect the security or integrity of the Services, and will limit such disclosures to the minimum necessary and, where lawful, provide notice to the Customer.

9. Third-Party Services and Links

9.1 Third Party Terms. The Services may interoperate with, link to, or rely on third-party services, software, or platforms (collectively, “Third-Party Services”), such as cloud hosting, payment processors, or integrations chosen by the Customer. Use of any Third-Party Service is subject to the applicable provider’s terms, conditions, and privacy policies, and XBoat is not responsible for the acts, omissions, or security of those providers. XBoat does not endorse or guarantee any Third-Party Service, and access to such services is provided solely for Customer convenience. If Customer authorizes integration with a Third-Party Service (for example, sharing data with a connected platform or analytics tool), Customer instructs XBoat to exchange or process relevant Data with that provider as necessary to enable the integration. Customer is solely responsible for compliance with any contractual or legal obligations arising from its use of Third-Party Services.

10. Disclaimers and No Medical Advice

10.1 Service Disclaimers. Except as expressly stated in Section 6 (Warranties), the Services, Equipment, and all related data and analytics are provided “AS IS” and “AS AVAILABLE, ” without warranties of any kind, express or implied. XBoat does not guarantee that the Services or analytics will be accurate, complete, reliable, or uninterrupted, or that any defects will be corrected.

10.2 No Medical Advice. The Equipment and Services are designed for performance and training purposes only. They are not medical devices and are not intended to diagnose, treat, cure, or prevent any disease or condition. Users should consult a qualified medical professional before beginning any new training or exercise program, particularly if they have an existing health condition or concern. Customers and Users assume all risk associated with training, competition, or use of the Services.

11. Excessive or Negligent Use, Loss, and Damage

11.1 Definition. “Excessive or Negligent Use” means any use, storage, or handling of Equipment beyond ordinary rowing and training wear, including loss, theft, crushing, submersion, exposure to extreme conditions, or failure to maintain reasonable care in storage or transport.

11.2 Care and Responsibility. Customers are responsible for maintaining Equipment in good working order and taking reasonable precautions to prevent loss or damage. Equipment should be inspected regularly for signs of wear, corrosion, or malfunction and used only as instructed in the Documentation.

11.3 Costs and Replacement. If Equipment is lost, stolen, or damaged due to Excessive or Negligent Use, or otherwise outside normal wear and tear, XBoat may invoice the Customer for repair or replacement at XBoat’s then-current list price or documented repair cost. For institutional Customers, replacement may be required to maintain the minimum Seat configuration specified in the applicable Addendum.

11.4 Notification and Cooperation. Customers must promptly notify support@xboat.com of any lost, stolen, or damaged Equipment and provide reasonable information or photos to support evaluation. Failure to notify XBoat within a reasonable time may affect warranty or replacement eligibility.

11.5 Cross-References. For warranty exclusions related to misuse or negligence, see Section 6.4. For Elite Equipment replacement and return requirements, see Addendum B.

12. Shipping, International, and Delays

12.1 Shipping and Handling. Unless otherwise specified in an Order, Customers are responsible for shipping, handling, and insurance costs for Equipment deliveries and returns. XBoat will arrange shipment through reputable carriers and provide tracking information upon dispatch. Shipping costs are non-refundable except for verified warranty or DOA replacements.

12.2 Customs and Import Duties. For international shipments, the Customer is responsible for customs clearance, import duties, taxes, and related fees. Where XBoat is not registered or obligated to collect taxes in a jurisdiction, the Customer must handle importation and any required declarations or payments directly with local authorities.

12.3 Delivery Estimates and Risk. Delivery dates are estimates only. XBoat is not liable for carrier delays, customs inspections, or other causes beyond its reasonable control. Risk of loss or damage during transit is governed by Section 4.4.

12.4 Export Compliance. The Customer represents that it will not export, re-export, or transfer the Equipment or Services in violation of applicable export-control or sanctions laws. See Section 17 for additional compliance obligations.

13. Intellectual Property Protection and Indemnification

13.1 Ownership and Reservation of Rights. All intellectual property rights in the Equipment, firmware, software, analytics, and related materials (collectively, the “XBoat IP”) are and remain the exclusive property of XBoat and its licensors. No rights or licenses are granted except as expressly stated in these Terms. Customer acknowledges that XBoat IP is protected by copyright, patent, and trade-secret laws and agrees not to challenge XBoat’s ownership or registration of such rights.

13.2 Customer Obligations. Customers and Users may not copy, modify, reverse-engineer, decompile, disassemble, create derivative works from, or otherwise attempt to derive source code or trade secrets from any part of the XBoat IP. Customers must ensure that all Users comply with this Section and must promptly notify XBoat at legal@xboat.com of any known or suspected unauthorized use, disclosure, or infringement of XBoat IP.

13.3 Customer Indemnity. Customer will indemnify and hold harmless XBoat from any claim, loss, or expense (including reasonable attorneys’ fees) arising from: (a) use of the Services or Equipment in violation of these Terms or applicable law; (b) modification or combination of the XBoat IP with non-XBoat products or data not approved in writing by XBoat; or (c) infringement or misappropriation of third-party rights caused by Customer’s content, data, or configurations.

13.4 XBoat’s Enforcement Rights. XBoat may, at its discretion and expense, take steps to protect or enforce its intellectual property, including investigation, legal action, or settlement. Customers agree to reasonably cooperate with XBoat in preventing or addressing unauthorized use of XBoat IP.

14. Limitation of Liability

14.1 Exclusion of Certain Damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, even if advised of the possibility of those damages.

14.2 Liability Cap. Except as stated in Section 14.3, each Party’s total aggregate liability arising out of or relating to the Services, the Equipment, or these Terms will not exceed the total fees paid or payable by the Customer to XBoat in the twelve (12) months immediately preceding the event giving rise to the claim. For purchased Equipment, liability will not exceed the purchase price of the affected item. For recurring subscriptions, liability will be based on the twelve months preceding the event.

14.3 Exclusions from the Cap. The limitations in this Section 14 do not apply to: (a) Customer’s payment obligations; (b) either Party’s obligations under Section 13 (Indemnification and IP Protection); (c) breaches of confidentiality or data-protection obligations; (d) liability for death or personal injury caused by negligence; or (e) any liability that cannot legally be limited or excluded under applicable law.

14.4 Limitations Period. Any claim arising out of or relating to these Terms, the Equipment, or the Services must be filed within one (1) year after the claim accrues; after that period, the claim is permanently barred to the extent permitted by law.

15. Termination and Suspension

15.1 Termination for Cause. Either Party may terminate these Terms or any active Order for material breach by the other Party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail. XBoat may also terminate immediately if Customer (a) becomes insolvent or ceases business operations; (b) uses the Services in a manner that violates applicable law or poses a material security or safety risk; or (c) repeatedly breaches these Terms after notice.

15.2 Suspension for Non-Payment or Misuse. If any invoice remains unpaid for more than ninety (90) days after the due date, XBoat may suspend Customer’s access to the Services after written notice and a fifteen (15)-day cure period. XBoat may also suspend access to the Services or disable Equipment functionality where continued use could cause harm, violate law, or interfere with system integrity. During suspension, Customer may retain read-only access to stored data, where technically feasible, and XBoat will promptly reinstate access upon resolution of the issue.

15.3 Effect of Termination. Upon termination of these Terms or any Order: (a) all amounts owed by Customer become immediately due and payable; (b) Elite Equipment must be returned in accordance with Addendum B; (c) all licenses and access rights terminate except those expressly surviving; and (d) XBoat may delete Customer’s stored Data after a reasonable retention period, except where retention is required by law or permitted by the Privacy Policy. Termination does not affect any rights or obligations that accrued prior to the effective date.

15.4 Reinstatement. If Customer remedies the cause of termination or suspension within a reasonable time, XBoat may, at its discretion, reinstate Services under the original Order or require a new subscription term.

16. Force Majeure

16.1 Definition. Neither Party will be liable for any delay or failure to perform its obligations (except

payment obligations) due to events beyond its reasonable control, including natural disasters,

epidemics, war, terrorism, civil unrest, labor disputes, government actions, failure of subcontractors or

suppliers, power or internet outages, or supply-chain disruptions (each, a “Force Majeure Event”).

16.2 Notification and Mitigation. The affected Party must promptly notify the other Party of the Force

Majeure Event and use reasonable efforts to mitigate its impact and resume performance as soon as

practicable.

16.1 Definition. Neither Party will be liable for any delay or failure to perform its obligations (except

payment obligations) due to events beyond its reasonable control, including natural disasters,

epidemics, war, terrorism, civil unrest, labor disputes, government actions, failure of subcontractors or

suppliers, power or internet outages, or supply-chain disruptions (each, a “Force Majeure Event”).

16.2 Notification and Mitigation. The affected Party must promptly notify the other Party of the Force

Majeure Event and use reasonable efforts to mitigate its impact and resume performance as soon as

practicable.

17. Compliance, Export, and Anti-Corruption

17.1 Compliance with Laws. Each Party will comply with all applicable laws, regulations, and

government requirements in connection with these Terms and the use of the Services and

Equipment.

17.2 Export and Sanctions. Customer will not export, re-export, transfer, or use the Equipment,

software, or Services in violation of applicable export-control, trade, or sanctions laws, including those

of the United States, the United Kingdom, and the European Union. Customer represents that it is not

located in, organized under, or acting on behalf of a party subject to comprehensive sanctions.

17.3 Anti-Corruption. Customer and its personnel will comply with applicable anti-corruption and

anti-bribery laws, including the U.S. Foreign Corrupt Practices Act. Customer will not offer or provide

anything of value to any government official or other person for the purpose of improperly obtaining

or retaining business or securing any advantage related to the Services.