F3 PRIVATE CLIENT TERMS OF SERVICE
Version 0.1 | [Effective Date]
DRAFT FOR REVIEW BY QUALIFIED UNITED STATES COUNSEL
These Private Client Terms of Service (the "Terms") are a binding agreement between you ("you" or "Client") and [F3 LEGAL NAME], INC., a Delaware corporation ("F3", "we", "us" or "our"). They govern your access to and use of the F3 private-client intelligence subscription and the related website, dashboard, accounts and materials we make available to you (together, the "Service").
Please read these Terms carefully. By ticking "I agree", creating an account, or accessing or paying for the Service, you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not tick "I agree" and do not use the Service.
Key points — please read
This summary is for convenience only and does not replace the full Terms below.
- The Service provides information and decision-support only. F3 does not take, place or manage bets, hold your money, control any betting account, or act for you with any sportsbook.
- The Service is not betting, financial, investment, tax, legal or gambling advice, and F3 does not guarantee any profit, outcome, win rate or result. You make your own decisions and bet entirely at your own risk.
- You must be at least 25 years old, confirm you have at least US$1,000,000 in net assets excluding your home and can afford to lose what you bet, and it must be lawful for you to receive and use sports-betting information where you live.
- The Service is by paid subscription that renews automatically (monthly or annual, as you choose) until you cancel. You can cancel at any time in your account.
- You may cancel within 24 hours of your first purchase for a full refund. After that, fees are non-refundable, including for partial periods.
- These Terms include an arbitration agreement and a class-action waiver (Section 20), and a limitation of F3's liability (Section 14). You may opt out of arbitration within 30 days.
1. Who we are and what these Terms cover
1.1 F3 operates a scarce, high-end private-client intelligence subscription that gives a limited number of sophisticated clients access to F3's sports-prediction analytics for NBA, MLB and other sports we may add, delivered through a secure online dashboard and account.
1.2 These Terms, together with our Privacy Policy and any order or checkout terms you agree at sign-up, form the entire agreement between you and F3 for the Service and supersede any prior discussions. If there is a conflict, these Terms control except where the Privacy Policy governs privacy matters.
1.3 We may offer specific features, limits, sports or pricing that are described at sign-up or in your account. Those descriptions form part of these Terms.
2. Eligibility
2.1 Age and capacity. You must be at least 25 years old and have the legal capacity to enter into a binding contract. The Service is intended only for sophisticated, high-volume users and is not a mass-market or consumer "picks" product.
2.2 Sophistication and means. You represent and warrant that you are a financially sophisticated individual, that you have net assets of at least US$1,000,000 excluding the equity in your primary residence, and that you can afford to lose, without material hardship, any amounts you choose to bet using or in connection with the Service. The Service is offered only to individuals who meet these criteria. F3 does not verify, and is under no obligation to verify, your assets, means or sophistication, and relies on your representation. These are eligibility conditions that are your responsibility to meet; nothing in this Section is, or is intended to be, financial, investment or suitability advice, or an assessment by F3 of whether the Service is suitable for you.
2.3 Your legality. You are solely responsible for determining whether it is lawful for you to receive and use sports-prediction information, and to place any bet, where you are located and where you access the Service. You represent that your use of the Service, and any betting or other decision you make using it, is lawful for you.
2.4 Not a prohibited person. You represent that you are not located in, or a national or resident of, any country or region subject to comprehensive US sanctions, and that you are not a person with whom US persons are prohibited from dealing (including any person on a US government restricted-party or sanctions list).
2.5 One account; you. The Service is licensed to you personally. "You" includes any person who accesses the Service through your account or credentials, and you are responsible for all activity under your account.
2.6 We may decline or end access. Access is limited, selective and offered at our discretion. We may decline any registration, and may suspend or end access as set out in these Terms.
3. Nature of the Service — information only
3.1 Decision-support only. The Service provides probabilistic sports-prediction analytics and related information, which may include prediction records, fair prices, minimum acceptable prices, edge and actionability indicators, confidence tiers, no-bet warnings, injury, news and line-up flags, performance, closing-line-value and return tracking, briefings and alerts (together, "Intelligence Outputs"). Intelligence Outputs are provided to inform your own independent decisions.
3.2 What the Service is not. F3 is not a sportsbook, betting operator, broker, adviser or agent. F3 does not: take, place, route, finance or manage any bet; hold, control or manage your funds or any betting account; decide your stakes; or act as your agent or intermediary with any sportsbook or third party. F3 does not provide legal, financial, investment, tax, accounting, gaming or personalised wagering advice, and nothing in the Service is such advice.
3.3 Probabilistic and time-sensitive. Intelligence Outputs are estimates generated from data, models and market information. They may be incomplete, delayed, unavailable or wrong, and prices, line-ups, injuries, markets and other conditions may change after an Intelligence Output is produced. Past, backtested or proof-recorded performance does not guarantee future results.
3.4 No guarantee of results. F3 does not represent or warrant that use of the Service will result in any profit, positive return, win rate, prediction accuracy, competitive advantage or any particular betting, financial or other outcome, or that any opportunity can be obtained at a displayed price.
4. Your account and security
4.1 Registration. You must provide accurate, current and complete information when you register and keep it up to date.
4.2 Credentials. You are responsible for keeping your login credentials confidential and for all activity under your account. Do not share your credentials or allow anyone else to use your account. Notify us promptly at [support email] if you suspect any unauthorised use.
4.3 Security measures. We may require multi-factor authentication and other reasonable security measures. You must not circumvent or disable any security or access controls.
5. Permitted use and restrictions
5.1 Personal use licence. Subject to your compliance with these Terms and payment of all fees, F3 grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Intelligence Outputs through your account, solely for your own personal, internal decision-making during your paid subscription.
5.2 You must not. You must not, and must not permit anyone else to:
(a) copy, reproduce, republish, post, distribute, sell, resell, rent, license, sublicense, syndicate, broadcast or otherwise make available any Intelligence Output or other part of the Service to any other person, including through a tipping service, group, chat, channel, newsletter, feed or social media;
(b) use the Service or any Intelligence Output to operate or support any competing or substitute prediction, picks, tipping, odds, data or signal product or service;
(c) use any Intelligence Output or other F3 material to train, fine-tune, evaluate, ground, prompt or develop any artificial-intelligence, machine-learning, statistical or automated model or system, or to create embeddings, datasets or databases;
(d) scrape, crawl, harvest, bulk-download, mirror, cache beyond ordinary use, reverse engineer, decompile or attempt to derive the underlying models, methods, data or logic of the Service;
(e) share, resell or transfer your account or access, or exceed any usage limits we set;
(f) remove or alter any proprietary, copyright, trademark or attribution notice; or
(g) use the Service in violation of any law, sanctions or third-party right, or in any way that is fraudulent, misleading or harmful to F3 or others.
5.3 Consequences. A breach of this Section may result in immediate suspension or termination of your access under Section 15, without limiting F3's other rights and remedies.
6. Intellectual property
6.1 F3 owns the Service. As between you and F3, F3 and its licensors own all right, title and interest in the Service, the Intelligence Outputs, the underlying models, methodologies, data, software, content, trademarks and all related intellectual-property rights. You receive only the limited licence in Section 5.1. No rights are granted by implication, estoppel or otherwise.
6.2 No transfer. Accessing, viewing, downloading or storing an Intelligence Output does not transfer any ownership to you.
6.3 Feedback. If you give us feedback, suggestions or ideas, you grant F3 a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or obligation to you.
7. Fees, billing and automatic renewal
7.1 Fees and cadence. You will pay the subscription fee for the plan you select at sign-up (monthly or annual). All fees are stated and payable in US dollars and are exclusive of any taxes, which you are responsible for except for taxes on F3's net income.
7.2 Payment. We use a third-party payment processor to bill your chosen payment method. You authorise F3 and our payment processor to charge that payment method for all fees when due. You must keep your payment information valid and current. Your use of the payment processor is also subject to its terms.
7.3 Automatic renewal — please read. Your subscription renews automatically at the end of each billing period (each month for a monthly plan, or each year for an annual plan) for a further period of the same length, at the then-current fee, and your payment method will be charged automatically, until you cancel. You consent to these automatic recurring charges when you subscribe.
7.4 Cancellation. You may cancel at any time through the cancellation link in your account (or by contacting [support email]). Cancellation takes effect at the end of your then-current billing period; you will retain access until then and will not be charged for any period after that. Cancelling is as easy as signing up.
7.5 Renewal reminders and price changes. We will send you reminders and notices of renewals and price changes to the extent required by applicable law, including, for annual plans, an advance reminder before each automatic renewal, and advance notice of any change to your fee before it takes effect. Any fee change applies only from your next renewal after the notice.
7.6 Failed payments. If a charge fails, we may retry, suspend the Service, and/or terminate your subscription. You remain responsible for amounts properly due.
8. 24-hour cooling-off and refunds
8.1 24-hour cooling-off. If you cancel within 24 hours of your first purchase of the Service, you may request a full refund of that first payment by contacting [support email], and we will refund it. This 24-hour right applies to your initial subscription only, not to renewals.
8.2 Otherwise non-refundable. Except for the 24-hour cooling-off right in Section 8.1, and except where a refund is required by law, all fees are non-refundable, and no refunds or credits are given for partial billing periods, unused access, or cancellations made after the first 24 hours.
8.3 Immediate access; non-US withdrawal rights. You request and consent to immediate access to the Service on purchase. Where you have a statutory right to withdraw from a distance contract under the law of your country (for example, a 14-day withdrawal right for consumers in the European Union or United Kingdom), you acknowledge that, by requesting immediate access to digital content and services, you agree to begin performance immediately and, to the extent permitted by that law, you lose that withdrawal right once performance begins. Nothing in this Section removes any refund or cancellation right that applicable law makes non-waivable.
9. Information-only; your decisions and assumption of risk
9.1 Your independent decisions. You are solely responsible for whether, when, where, how much and how you bet or otherwise act, and for evaluating each Intelligence Output for yourself. You must make your own independent assessment and, where appropriate, seek your own professional advice.
9.2 Assumption of risk. You assume all risk arising from your use of the Service and any betting, trading, financial or other decision you make. This includes all risk of loss, missed opportunity, market movement, unavailable or changed prices, account limits or closures by a sportsbook, settlement differences, and any tax or regulatory consequence. Betting involves a real risk of losing money.
9.3 No reliance. You confirm that you have independently evaluated the Service and its suitability for you and have not relied on any statement, forecast, demonstration or representation by or on behalf of F3 that is not expressly set out in these Terms.
9.4 No agency. F3 does not act for, control, supervise or owe any duty to any sportsbook, counterparty or other third party in connection with your use of the Service.
10. Responsible gambling and access to help
10.1 F3 is not a gambling business. F3 is an information provider. It is not a sportsbook, betting operator, casino or gambling business; it does not take, place, manage or settle bets, hold funds, or operate any betting account, and it does not offer betting controls such as deposit, loss or wager limits or self-exclusion from betting (those are matters for the operator with whom you choose to bet). F3 does not monitor, supervise or control your gambling and assumes no responsibility or duty to do so.
10.2 We recognise how the Service may be used. We understand that some clients may use the information the Service provides to inform their own gambling decisions. For that reason, and as a courtesy rather than any obligation, we provide the information in this Section. The Service is intended only for adults aged 25 or over who bet within their means, and you should only bet what you can afford to lose.
10.3 Getting help. If you feel your gambling may be becoming a problem, please seek help. In the United States, free and confidential support is available 24 hours a day from the National Problem Gambling Helpline at 1-800-GAMBLER. If you are outside the United States, please contact the appropriate problem-gambling service in your country. Our providing this information does not make F3 responsible for your gambling or create any duty of care.
10.4 Closing your access. You may cancel, suspend or close your F3 account at any time; this stops F3 providing the Service to you and does not affect any account you hold with any sportsbook or other third party. F3 may also, in its sole discretion and without any obligation to do so, decline, suspend or limit your access where it considers appropriate, including for eligibility, integrity, legal or safety reasons. Any such action is not a breach of these Terms by F3.
11. Service operation, changes and integrity
11.1 Changes to the Service. We may update, add, change, suspend or discontinue features, sports, models, data sources or delivery of the Service to improve quality, security, legality or functionality. We will use reasonable efforts to avoid material reductions in the core Service during a paid period; if we materially and permanently reduce the core Service, your sole remedy is cancellation and a pro-rata refund of any prepaid, unused fees for the affected period.
11.2 Third-party inputs. The Service may depend on data, odds, feeds, hosting or other services supplied by third parties. We are not responsible for interruptions, errors or delays caused by third parties outside our reasonable control.
11.3 Integrity holds. We may suspend, delay, withhold, correct, withdraw, invalidate or place on hold any Intelligence Output where we reasonably consider it appropriate to protect model integrity, data quality, security, legal compliance, or the integrity or availability of the Service (for example, in abnormal market conditions or where inputs are unreliable). Where the dashboard remains available, such action is not downtime and is not a breach of these Terms.
11.4 Availability. The Service is provided on an "as available" basis. We do not guarantee that it will be uninterrupted, timely, secure or error-free.
12. Privacy and communications
12.1 Privacy. Our collection and use of your personal information is described in our Privacy Policy, which forms part of your agreement with us.
12.2 Electronic communications. You consent to receive communications from us electronically, including by email and through your account, and agree that electronic communications satisfy any legal requirement that a communication be in writing. We may send you Service-related messages (such as billing, security, renewal and integrity notices); these are part of the Service and are not marketing.
13. Disclaimers
13.1 To the maximum extent permitted by law, and except for any express warranty stated in these Terms, the Service and all Intelligence Outputs are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability or results.
13.2 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, any implied warranties are limited to the minimum scope and the shortest period permitted by applicable law.
14. Limitation of liability
14.1 Excluded losses. To the maximum extent permitted by law, F3 will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profit, revenue, winnings, goodwill, opportunity, data or anticipated savings, or for any betting or gambling losses, in each case however caused and even if advised of the possibility.
14.2 Cap. To the maximum extent permitted by law, F3's total aggregate liability arising out of or relating to the Service and these Terms will not exceed the total fees you actually paid to F3 for the Service in the twelve (12) months immediately before the event giving rise to the liability.
14.3 What is not limited. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including, where applicable, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that applicable law does not permit to be limited. Where you deal with F3 as a consumer, these Terms do not affect your non-excludable statutory rights.
14.4 Basis of the bargain. The disclaimers and limitations in these Terms reflect a reasonable allocation of risk between you and F3 and are a fundamental basis of the fees and of our agreement.
15. Suspension and termination
15.1 By you. You may stop using the Service and cancel at any time under Section 7.4.
15.2 By F3. We may suspend or terminate your access to all or part of the Service, immediately and without liability, if: you breach these Terms; a payment fails or is charged back; we reasonably suspect fraud, misuse, unauthorised sharing or resale, or unlawful use; it is necessary to comply with law or protect the Service, F3 or others; or you cease to be eligible.
15.3 Effect of termination. On termination or cancellation, your licence and access end and you must stop using the Intelligence Outputs. Sections that by their nature should survive (including Sections 5.2, 6, 9, 13, 14, 16, 20 and 21) will survive. Termination does not entitle you to any refund except as expressly stated in Section 8 or as required by law.
16. Indemnity
To the extent permitted by law, you will indemnify and hold harmless F3 and its officers, directors, employees and agents from and against any third-party claims, and any resulting losses, liabilities and reasonable legal costs, arising out of: (a) your breach of these Terms; (b) your unlawful use of the Service or any Intelligence Output; (c) your resale, redistribution or unauthorised sharing of any Intelligence Output; or (d) any bet or other decision you make. This Section does not apply to the extent a claim arises from F3's own fraud, wilful misconduct or gross negligence, and does not require you to indemnify F3 for matters that applicable consumer law does not permit.
17. Changes to these Terms
17.1 We may change these Terms from time to time. If we make a material change, we will give you reasonable advance notice (for example, by email or through your account) before it takes effect.
17.2 Changes do not apply retroactively. Your continued use of the Service after a change takes effect, or your next renewal after the notice, means you accept the updated Terms. If you do not agree to a change, you must stop using the Service and cancel before the change takes effect; any fee change applies only from your next renewal.
18. Governing law
These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, and (for any court proceedings permitted under Section 20) by applicable US federal law, including the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you use the Service as a consumer outside the United States, this Section does not deprive you of the protection of any mandatory consumer-protection provisions of the law of your country of residence that cannot be derogated from by agreement (see Section 20.8).
19. Informal resolution first
Before starting any arbitration or court proceeding, you and F3 agree to try to resolve the dispute informally for at least 30 days after written notice of the dispute (to [legal/notice email] for F3, and to your account email for you). The notice must describe the dispute and the relief sought. This step is a condition of starting formal proceedings, except that either party may seek urgent injunctive relief at any time.
20. Arbitration agreement and class-action waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO GO TO COURT AND TO PARTICIPATE IN A CLASS ACTION. IT CONTAINS A 30-DAY OPT-OUT (SECTION 20.7).
20.1 Agreement to arbitrate. Except for the excluded matters in Section 20.2, you and F3 agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration, and not in court, except that either party may bring an individual claim in small-claims court if it qualifies.
20.2 Exceptions. This Section does not require arbitration of: (a) an individual claim in small-claims court; or (b) a request for temporary or preliminary injunctive or other equitable relief to protect intellectual property or prevent misuse of the Service.
20.3 Rules and forum. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration will be conducted in the English language. You may choose to have the arbitration conducted by phone or video, based on written submissions, or in person at a mutually agreed location.
20.4 Fees. F3 will pay arbitration filing and arbitrator fees to the extent required by the AAA Consumer Arbitration Rules, and, for claims properly seeking US$25,000 or less, F3 will pay those fees so that arbitration is not more costly to you than court, provided your claim is not frivolous.
20.5 Class-action and representative-action waiver. You and F3 agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private-attorney-general or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and heard in court, and the rest of this Section will remain in effect.
20.6 Mass-arbitration procedures. If 25 or more similar arbitration demands are filed by or with the coordination of the same or coordinated counsel, the parties agree that the demands will be administered in staged batches (with a small number of representative "bellwether" cases resolved first and the results used to inform resolution of the remainder), and that filing and arbitrator fees for the batched cases will be assessed on a batched basis, to the extent the AAA rules and applicable law permit. This provision is intended to ensure fair and efficient resolution and to prevent misuse of the arbitration process.
20.7 30-day right to opt out. You may opt out of this arbitration agreement (Sections 19–20) within 30 days after you first accept these Terms by sending written notice with your name and account email to [legal/notice email] with the subject line "Arbitration Opt-Out". If you opt out, disputes will be resolved in the courts identified in Section 20.9, and the class-action waiver in Section 20.5 still applies to the extent permitted by law. Opting out does not affect any other part of these Terms.
20.8 International clients. If you use the Service as a consumer resident outside the United States, Sections 19 and 20 apply only to the extent permitted by the mandatory law of your country of residence. Where that law gives you a non-waivable right to bring proceedings in your local courts or prohibits pre-dispute arbitration or class-action waivers against consumers, those Sections do not deprive you of that right, and the remainder of these Terms continues to apply.
20.9 Court proceedings. Where a dispute is not subject to arbitration (including if you opt out, or for excluded or non-arbitrable matters), the state and federal courts located in Delaware have exclusive jurisdiction, and you and F3 consent to that jurisdiction and venue, subject to Section 20.8. To the fullest extent permitted by law, you and F3 waive any right to a jury trial.
20.10 Time limit. To the extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred.
21. General
21.1 Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganisation, financing or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.
21.2 Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and F3 regarding the Service and supersede all prior discussions and agreements.
21.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in effect.
21.4 No waiver. Our failure to enforce any right or provision is not a waiver of it.
21.5 Force majeure. F3 is not liable for any delay or failure caused by events beyond its reasonable control.
21.6 No third-party beneficiaries. These Terms do not create any rights for any third party.
21.7 Notices. We may give you notices by email, through your account, or by posting in the Service. You may contact us at [support email] or [legal/notice email], [F3 address].
21.8 Contact. [F3 LEGAL NAME], INC., [address], [support email].
These Terms are a draft prepared for review by qualified United States counsel (and, for the treatment of non-US clients, local counsel in the relevant countries) before they are published or used.