Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Birdie Mama LLC, a Colorado limited liability company doing business as Birdie Pro ("Birdie Pro," "we," "us," or "our"), and govern your access to and use of the Birdie Pro platform, including the website at birdiepro.ai, the application at app.birdiepro.ai, the SMS messaging services delivered through it, and any related services we provide (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. SECTION 18 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

By creating an account, signing a subscription agreement, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

These Terms have two audiences. Part A governs the relationship between Birdie Pro and the golf teaching professional ("Pro" or "you") who subscribes to the platform. Part B governs the SMS messaging program the Pro's students may receive, and is the carrier-required disclosure for the Pro's A2P 10DLC messaging campaigns.

1. The Services

Birdie Pro provides a software-as-a-service platform that helps independent golf teaching professionals, golf academies, and club instruction teams manage their lesson businesses. Core capabilities include AI-assisted scheduling, lesson booking and reminders via SMS, student record-keeping, integration with the Pro's existing calendar, and a dashboard showing lesson and revenue activity.

Birdie Pro operates the SMS messaging channel on the Pro's behalf as an Independent Software Vendor ("ISV") under the A2P 10DLC framework administered by The Campaign Registry and the mobile carriers. The Pro is the registered brand and the legal sender of messages sent through the Services for purposes of consent and compliance under the Telephone Consumer Protection Act ("TCPA") and applicable state law. This allocation is reflected throughout these Terms and is foundational to the agreement.

2. Eligibility and Authority

By accepting these Terms, you represent that you are at least 18 years old and have the legal authority to bind yourself or, if you are entering these Terms on behalf of a business, the business you represent. You further represent that you are authorized to operate as a golf teaching professional in your jurisdiction and that any professional credentials you list in your Birdie Pro profile (such as PGA or LPGA certification) are accurate and current.

3. Account Registration and Security

To use the Services, you must create an account. We authenticate using email-based one-time passcodes through our identity provider; we do not store passwords. You are responsible for maintaining the confidentiality and security of access to the email address associated with your account, and for all activity that occurs under your account. Notify us promptly at hello@birdiepro.ai if you believe your account has been accessed without your authorization.

You agree to provide accurate, current, and complete information during registration and to keep your account information up to date, including any business address, professional credentials, contact details, and billing information.

4. Subscriptions, Fees, and Payment

4.1 Subscription Plans

Birdie Pro offers subscription tiers, the current terms of which are presented at the point of subscription and confirmed in your order or signed agreement. As of the effective date of these Terms, the tiers are Solo Pro (for individual teaching professionals), Academy (for golf academies with multiple instructors), and Club (for club-based instruction teams). Each tier includes a recurring subscription fee and may include a one-time setup fee. Annual prepay options receive a discount as disclosed at the point of subscription.

4.2 Payment Processing

Payments are processed by Stripe, Inc. ("Stripe"). By providing payment information, you authorize Birdie Pro and Stripe to charge the payment method you provide for all fees due under your subscription, including recurring subscription fees, setup fees, applicable taxes, and any other charges associated with your use of the Services. Card data is collected and stored by Stripe; Birdie Pro receives a customer reference from Stripe but does not store full card numbers on its systems. Your use of Stripe is subject to Stripe's terms and privacy policy.

4.3 Billing Cycle and Renewal

Subscriptions are billed in advance, monthly or annually as you select. Subscriptions automatically renew at the end of each billing period at the then-current rate unless cancelled before the renewal date. Setup fees, where applicable, are billed once at the start of the subscription and are non-refundable except where required by law or as expressly stated in these Terms.

4.4 Price Changes

We may change subscription pricing on at least thirty (30) days' advance notice to you. Price changes take effect at the start of your next billing period after the notice period elapses. If you do not accept a price change, you may cancel your subscription before it takes effect.

4.5 Taxes

Fees are exclusive of taxes unless stated otherwise. Where required by law, applicable sales tax, value-added tax, or similar taxes will be added to your invoice and remitted to the appropriate taxing authority. Sales tax calculation and collection may be administered through Stripe Tax.

4.6 Failed Payments and Suspension

If a payment fails, we will attempt to collect through Stripe's standard retry process. If payment cannot be collected within thirty (30) days of the original due date, we may suspend or terminate your access to the Services without further notice. Suspension does not relieve you of accrued payment obligations.

4.7 No Refunds Except as Stated

Subscription fees are non-refundable except (a) as required by applicable law, (b) at our discretion as a customer-service accommodation, or (c) if and as expressly provided under the Service Guarantee in Section 6. Mid-period cancellations do not entitle you to a pro-rated refund of fees already paid.

5. Your Use of the Services

5.1 License

Subject to your compliance with these Terms, Birdie Pro grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for the operation of your golf teaching business during the term of your subscription.

5.2 Acceptable Use

You agree not to, and will not permit any third party to:

• Use the Services in violation of any applicable law, including telecommunications, anti-spam, data protection, or consumer protection law.
• Use the Services to send unsolicited commercial messages, spam, or messages to recipients from whom you have not obtained valid prior consent.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform.
• Resell, sublicense, or commercially redistribute the Services without our written consent.
• Use the Services to harm minors, harass any person, transmit unlawful content, or interfere with the integrity or security of the platform.
• Attempt to gain unauthorized access to any part of the Services, any related systems, or other users' accounts or data.
• Use any automated means (other than features we provide) to access or use the Services.
• Misrepresent your identity, your credentials, or your authority to communicate with any individual whose number you enter into the platform.

5.3 Pro Responsibilities

You are responsible for:

• The accuracy and completeness of business information you provide.
• The conduct of your lesson business, including all interactions with your students and parents or guardians of student minors.
• All content you submit to the Services, including student records, lesson notes, profile information, marketing content, and any "voice card" or AI training material you provide.
• Lawful operation of your messaging program, including obtaining and maintaining valid consent from every individual whose phone number you enter into or authorize to receive messages through the platform (see Section 7).
• Your students' performance of any obligations they owe you (payment for lessons, no-show fees, package purchases, etc.); Birdie Pro is not a party to your contracts with your students.

6. Service Guarantee

Birdie Pro may offer a satisfaction-based service guarantee to qualifying Pros. Its eligibility, measurement, and remedy are presented in full at the point of subscription and apply only where you meet the stated requirements. Any such guarantee is a contractual service credit; it is not a guarantee of business success, business income, or business outcomes, and it is not a refund of fees paid. No guarantee is made or implied by these Terms except as separately presented to and accepted by you.

7. Messaging Compliance Representations

7.1 ISV/Brand Allocation

You acknowledge that Birdie Pro operates the SMS messaging channel on your behalf under the A2P 10DLC ISV framework administered by The Campaign Registry and the mobile carriers, that you are the registered brand and the legal sender of messages sent through the Services for purposes of TCPA and applicable state telemarketing law, and that Birdie Pro provides technical compliance controls (opt-out enforcement, suppression lists, message-frequency controls) but does not and cannot independently verify the consent you obtained from any individual prior to that individual's onboarding into the platform.

7.2 Consent Representations

You represent and warrant, on a continuing basis, that:

• For every phone number you enter into the platform, or that you otherwise authorize to receive messages through the platform, you have obtained valid prior express consent (or, for non-marketing transactional messages, the consent standard applicable to that message type) from the owner of that number, in a manner that complies with TCPA, applicable state law, the CTIA Messaging Principles and Best Practices, and A2P 10DLC requirements.
• You will obtain, document, and maintain evidence of such consent and will produce that evidence to Birdie Pro promptly upon reasonable request.
• You will promptly honor opt-out requests (STOP, UNSUBSCRIBE, CANCEL, or substantively equivalent terms). You acknowledge that the platform enforces opt-outs technically once received, and you retain responsibility for the underlying consent record and for any opt-outs received outside the platform.
• You will not use the Services to send marketing or commercial messages to any number for which you lack the consent required under applicable law for that message category.

7.3 Minor Students

The Services are designed so that Birdie Pro communicates with a consenting adult about a minor student, and does not communicate directly with a minor by default. The following requirements apply to every student under the age of eighteen (18).

(a) Definitions. A "Minor" is a student under eighteen (18) years of age. A "Child" is a student under thirteen (13) years of age. A "Guardian" is a parent, legal guardian, or other adult with documented legal authority to consent on the Minor's behalf.

(b) Guardian as Default Channel. For every Minor student, you will obtain consent from a Guardian, and the Services will direct lesson messages to the Guardian's phone number by default. The Minor is the subject of the communications; the Guardian is the recipient.

(c) Children Under 13. The Services do not and will not communicate directly with a Child. For any Child student, you will (i) provide a Guardian's phone number as the messaging channel, (ii) obtain verifiable parental consent meeting the standard applicable under the Children's Online Privacy Protection Act ("COPPA") before any message concerning that Child is sent, and (iii) not enter, or authorize for messaging, the Child's own phone number.

(d) Students 13–17. For a student aged thirteen (13) to seventeen (17), the Services communicate through the Guardian by default. Direct communication with such a student is permitted only where you have both (i) obtained the Guardian's documented authorization for direct contact, and (ii) obtained valid prior express consent under TCPA tied to that student's own phone number. Absent both, messaging is directed to the Guardian.

(e) Age Accuracy. You will provide accurate date-of-birth or age information for each Minor student so the Services can apply the correct treatment. The Services derive messaging treatment from the information you provide; you are responsible for any misdirected message resulting from inaccurate age information you supply.

(f) Records. You will obtain, document, and maintain evidence of Guardian consent, of verifiable parental consent for any Child, and of any direct-contact authorization for a student aged 13–17, and will produce that evidence to Birdie Pro promptly upon reasonable request.

(g) Platform Controls. Birdie Pro provides technical controls that, by default, withhold autonomous first contact pending consent and block any message that would be directed to a Child or to an unauthorized student aged 13–17. These controls are a safeguard for both parties and do not relieve you of your consent obligations under this Section 7.

7.4 Materiality

These representations and warranties are material to the agreement. A breach of any representation or warranty in this Section 7 is a material breach of these Terms.

8. Intellectual Property

8.1 The Platform

Birdie Pro, its licensors, and its service providers own and retain all right, title, and interest in and to the Services, including the platform technology, software, AI models and model configurations, user interfaces, documentation, branding, and any improvements or derivatives of the foregoing. No rights are granted to you in the Services other than the limited license in Section 5.1.

8.2 Your Data

You retain ownership of the content you submit to the Services, including student records, lesson notes, communication content, profile information, marketing content, and voice card material (collectively, "Pro Data"). You grant Birdie Pro a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and modify Pro Data solely as necessary to provide the Services to you and to perform our obligations under these Terms. This license ends at the conclusion of the data export window in Section 19.3, except as required for our backup, archival, or legal-compliance purposes.

8.3 Aggregated and De-Identified Data

You grant Birdie Pro a perpetual, irrevocable, worldwide, royalty-free license to use Pro Data in aggregated, anonymized, or de-identified form (in each case where the data does not identify you, any student, or any other individual) for any lawful purpose, including service improvement, analytics, benchmarking across the Birdie Pro customer base, machine learning model training, and the publication of industry research and reports. This license survives termination of the agreement.

8.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant Birdie Pro a perpetual, irrevocable, worldwide, royalty-free license to use the feedback for any lawful purpose without obligation or compensation to you.

9. Third-Party Services and Integrations

The Services integrate with or rely on third-party services, including Stripe (payment processing), Twilio (SMS delivery), Google (calendar integration), and Microsoft Azure (hosting and identity). Your use of those third-party services is subject to those providers' terms and privacy policies. Birdie Pro is not responsible for the acts or omissions of third-party providers, except to the extent expressly provided in these Terms.

If a third-party provider you have authorized through the Services (such as your connected calendar) becomes unavailable or revokes integration access, your access to or the functionality of related features may be affected, and Birdie Pro is not liable for the resulting impact on the Services.

10. Confidentiality

Each party may have access to information that is non-public, confidential, or proprietary to the other ("Confidential Information"). Confidential Information of Birdie Pro includes the non-public features and pricing of the Services. Confidential Information of the Pro includes your student lists, your student communications, your lesson content, your revenue data, and your business operating information. Each party will use the other's Confidential Information solely to perform under these Terms, will not disclose it to third parties except to its service providers, advisors, or representatives who have a need to know and are bound by confidentiality obligations at least as protective as these, and will protect it with the same care it uses for its own confidential information of similar sensitivity (and in no event less than reasonable care). Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully received from a third party without confidentiality obligations, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information as required by law, provided that, where lawful, it gives the other party prompt notice and a reasonable opportunity to seek protective treatment.

11. Privacy

Birdie Pro's collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. With respect to information about your students that you submit to or process through the platform, you are the controller (or analogous role) of that information, and Birdie Pro is your processor (or analogous role) for the limited purposes of providing the Services to you. The privacy practices governing your students' SMS interactions with the platform are described in Part B (SMS Program Terms) of these Terms and in the Privacy Policy.

12. Data Security

Birdie Pro maintains administrative, technical, and physical safeguards designed to protect the security and integrity of Pro Data, including encryption of data in transit and at rest, access controls, secrets management in a managed key vault, and per-tenant data isolation. No system is perfectly secure, and Birdie Pro does not warrant that the Services or Pro Data will be free from unauthorized access. You are responsible for the security of your own account credentials and devices.

13. AI Functionality and Pro Oversight

The Services include AI-assisted functionality, including automated responses to student messages on your behalf, classification of student status, and inference of student intent. The AI is configured to operate within an authority framework you control: routine and reversible actions may be taken autonomously, while sensitive or irreversible actions are routed to you for review. You acknowledge that AI-generated outputs may contain errors, and you remain responsible for the lawfulness and appropriateness of all messages sent through your account, including those generated autonomously. You may take manual control of any conversation at any time through the platform's takeover features.

14. Beta and Pre-Release Features

We may make beta, preview, or pre-release features available to you. These features are provided "as is," may be unstable or incomplete, may be modified or discontinued at any time, and are excluded from all warranties, service-level commitments, and the Service Guarantee in Section 6.

15. Suspension

We may suspend your access to the Services, in whole or in part, without prior notice if we reasonably believe that (a) your use of the Services poses a security risk to us, to other customers, or to third parties, (b) your use is or may be unlawful or violates these Terms, (c) you have failed to pay amounts owed under Section 4, or (d) a third-party provider has required us to suspend service in connection with your account. We will lift the suspension when the underlying cause is resolved. We are not liable for losses you may suffer as a result of a suspension undertaken in good faith.

16. Term and Termination

16.1 Term

These Terms are effective from the Effective Date of your subscription and continue until terminated under this Section 16.

16.2 Termination by You

You may cancel your subscription at any time, effective at the end of the then-current billing period, through the platform or by emailing hello@birdiepro.ai. Cancellation during a billing period does not entitle you to a refund of fees already paid except as provided in Section 4.7 or as required by law.

16.3 Termination by Birdie Pro

We may terminate these Terms and your access to the Services (a) for any material breach by you that is not cured within ten (10) days after we notify you of the breach, (b) immediately for non-payment in accordance with Section 4.6, (c) immediately if we reasonably believe your use of the Services creates a legal or regulatory risk to Birdie Pro, or (d) on at least sixty (60) days' notice without cause.

16.4 Effect of Termination

Upon termination for any reason, your right to access and use the Services ends, except for the data export window described in Section 19.3. Provisions that by their nature should survive termination — including Sections 4.7 (No Refunds), 7 (Messaging Compliance Representations), 8 (Intellectual Property), 10 (Confidentiality), 17 (Disclaimer), 18 (Dispute Resolution), 19.3 (Export Window), 21 (Limitation of Liability), 22 (Indemnification), and 26 (Miscellaneous) — survive.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND BIRDIE PRO MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, BIRDIE PRO DOES NOT WARRANT THE DELIVERY, TIMING, OR CONTENT OF ANY SMS OR MMS MESSAGE SENT THROUGH THE SERVICES, AND DOES NOT GUARANTEE THAT MESSAGES WILL REACH THEIR INTENDED RECIPIENTS. MESSAGE DELIVERY DEPENDS ON CARRIER NETWORKS AND OTHER FACTORS OUTSIDE OUR CONTROL.

18. Dispute Resolution and Arbitration

18.1 Informal Resolution

Before initiating any formal dispute resolution, the parties will attempt in good faith to resolve any dispute informally by written notice to the other (in our case, by email to hello@birdiepro.ai) describing the dispute and the proposed resolution. The parties will negotiate in good faith for at least thirty (30) days after notice is received before initiating arbitration.

18.2 Binding Arbitration

If the dispute is not resolved through informal resolution, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time the arbitration is initiated. The arbitration will be conducted by a single arbitrator and will be seated in Colorado, unless the parties agree otherwise in writing. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

18.3 Class-Action Waiver

EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. The arbitrator may not consolidate or join claims of multiple parties and may not preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable as to any claim, that claim (and only that claim) will be severed from arbitration and brought in court as permitted by Section 18.5, while all other claims remain in arbitration.

18.4 Carve-Outs

Notwithstanding the foregoing, either party may (a) seek injunctive or other equitable relief in court to protect its intellectual property or confidential information, (b) bring an individual claim in small claims court if the claim qualifies, and (c) pursue any claim that cannot lawfully be required to be arbitrated under applicable law.

18.5 Court Forum for Excluded Matters

For any claim within the carve-outs in Section 18.4 or otherwise not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Jefferson County, Colorado, and waive any objection based on inconvenient forum.

19. Data on Termination

19.1 During the Subscription

You own Pro Data, as described in Section 8.2. We maintain Pro Data on the platform during your subscription and provide you with access to it through the Services.

19.2 Student Deletion and Suppression

Independent of the subscription lifecycle, you may delete an individual student's record through the platform at the student's request or your own discretion. Deletion removes the student's identifying information and communication content. Lesson and revenue data is retained in dereferenced (anonymized) form for your business records and platform analytics. A hashed record of the student's phone number is retained on a suppression list for the limited purpose of ensuring that opt-out preferences cannot be inadvertently overridden by a future re-add of the same number; this record contains no personally identifiable information.

For a minor student, the associated parent or guardian record is treated the same way: where a parent or guardian no longer supports any active student on your account, that contact's identifying information is deleted on the same basis, with a hashed suppression record retained as described above. A parent or guardian opt-out (STOP) applies to all minor students for whom that parent or guardian is the messaging channel.

19.3 Upon Termination — 30-Day Export Window

For thirty (30) days following the effective date of termination or cancellation of your subscription, you may export your Pro Data through the platform's self-service export tool. After that thirty (30) day window, your tenant is permanently deleted, including all Pro Data, integration credentials, the phone number assigned to you, and related platform resources. The thirty (30) day export window is non-extendable except by written agreement.

19.4 Backups and Legal Holds

We may retain Pro Data in backups for up to thirty (30) additional days after deletion for disaster-recovery purposes, after which the data is purged. We may retain Pro Data longer where required by law or in connection with a legal hold, in which case access is limited to legal-compliance purposes.

20. Reserved

This section is reserved.

21. Limitation of Liability

21.1 Cap

EXCEPT AS PROVIDED IN SECTION 21.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE TOTAL FEES PAID BY YOU TO BIRDIE PRO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

21.2 Exclusion of Damages

EXCEPT AS PROVIDED IN SECTION 21.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.3 Carve-Outs

The limitations in Sections 21.1 and 21.2 do not apply to: (a) your indemnification obligations under Section 22, (b) your breach of the messaging compliance representations in Section 7, (c) either party's breach of confidentiality obligations under Section 10, (d) either party's gross negligence or willful misconduct, (e) liabilities that cannot lawfully be limited under applicable law, and (f) your obligation to pay fees due under Section 4. Birdie Pro's indemnification obligation under Section 22.2 is itself capped at the limit in Section 21.1.

21.4 No Effect on Service Guarantee

Any service guarantee Birdie Pro offers under Section 6 is a service credit and not damages, and is not subject to, modified by, or limited by this Section 21.

21.5 Allocation of Risk

The parties have agreed that the limitations specified in this Section 21 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

22. Indemnification

22.1 Indemnification by You

You will defend, indemnify, and hold harmless Birdie Pro, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services, including any SMS or MMS messages sent through the platform on your behalf, regardless of whether the message was generated autonomously by the AI or manually by you; (b) your relationship with any of your students, parents or guardians, or other third parties associated with your lesson business; (c) your compliance or non-compliance with TCPA, CAN-SPAM, state telemarketing laws, the CTIA Messaging Principles and Best Practices, A2P 10DLC requirements, and any other law or regulation applicable to commercial messaging or your lesson business; (d) the validity, scope, or documentation of consent obtained from any individual whose phone number you have entered into or authorized to receive messages through the platform; (e) any content you submit to or transmit through the Services; (f) your business operations generally; and (g) any breach by you of the representations, warranties, or covenants in these Terms, including Section 7.

22.2 Indemnification by Birdie Pro

Birdie Pro will defend, indemnify, and hold harmless the Pro against any third-party claim alleging that the Birdie Pro platform itself (excluding Pro Data, your content, and your use of the Services) infringes a United States patent, copyright, trademark, or trade secret of the claimant, and will pay damages and reasonable attorneys' fees awarded against the Pro by a court of competent jurisdiction or agreed to in settlement, provided that (a) Birdie Pro is given prompt written notice of the claim, (b) Birdie Pro has sole control of the defense and any settlement, and (c) the Pro reasonably cooperates with Birdie Pro in the defense. This Section 22.2 does not apply to claims arising from modification of the Services not made by Birdie Pro, combination of the Services with products or data not provided by Birdie Pro, use of the Services other than as permitted, or use of a superseded version where the infringement would have been avoided by a current version. This Section 22.2 states Birdie Pro's sole liability and the Pro's exclusive remedy for any infringement claim.

22.3 Defense and Cooperation

The indemnified party will promptly notify the indemnifying party of any claim subject to indemnification, will tender control of the defense and settlement to the indemnifying party, and will reasonably cooperate at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes any obligation on the indemnified party or admits fault on the indemnified party's behalf without the indemnified party's prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

23. Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 18 (Dispute Resolution and Arbitration), notwithstanding the foregoing.

24. Modifications to the Terms

We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days' advance notice by email and through an in-platform notification. For non-material changes (such as corrections, updates to service provider names, or clarifying language that does not change the parties' substantive rights or obligations), we may post an updated version with a new "Last Updated" date. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not accept a material modification, you may terminate your subscription before the modification takes effect; termination on this basis entitles you to a pro-rated refund of any pre-paid fees covering the period after the effective date of the modification.

25. Force Majeure

Neither party is liable for any failure or delay in performance (other than the obligation to pay fees) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic or public health emergency, government action or regulation, failures or outages of internet, telecommunications, or upstream service providers (including Twilio, Stripe, Google, and Microsoft Azure), labor disputes, fires, and natural disasters. The affected party will use reasonable efforts to mitigate the effects of the event and will resume performance as soon as practicable.

26. Miscellaneous

26.1 Entire Agreement

These Terms, together with any order form, subscription agreement, or addendum executed between the parties, the Privacy Policy, and Part B of these Terms, constitute the entire agreement between you and Birdie Pro regarding the Services and supersede all prior agreements and understandings.

26.2 Order of Precedence

If there is a conflict between these Terms and any executed order form or subscription agreement, the order form or subscription agreement controls. Within these Terms, Part A controls as to the Pro–Birdie Pro relationship; Part B is incorporated for the SMS program description applicable to your students.

26.3 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without Birdie Pro's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your business or assets, on notice to Birdie Pro. Birdie Pro may assign these Terms freely. Any prohibited assignment is void.

26.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permissible.

26.5 No Waiver

A party's failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision.

26.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly stated.

26.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship.

26.8 Notices

Notices to Birdie Pro must be sent to hello@birdiepro.ai. Notices to you may be sent to the email address associated with your account or through an in-platform notification. Notices are effective on receipt (or, for email, the next business day if sent outside the recipient's business hours).

26.9 Electronic Signatures and Communications

You consent to receive communications from us electronically and agree that electronic signatures, electronic agreements, and electronic records satisfy any legal requirement that a communication, signature, or record be in writing.

B.1 Program Description

This Part B describes the SMS messaging program operated by your golf teaching professional through the Birdie Pro platform, as required by the Telephone Consumer Protection Act, the CTIA Messaging Principles and Best Practices, and A2P 10DLC requirements. If you are a student or other recipient of messages from a Pro through Birdie Pro, this Part B applies to you.

By opting in to receive text messages from a Pro through Birdie Pro, you may receive lesson booking confirmations, scheduling messages, reminders, follow-ups, and customer-service messages from the Pro or on the Pro's behalf, as configured by the Pro.

Where the student is a minor, messages about that student's lessons are directed to a parent or legal guardian, who is the consenting recipient of the program. The platform does not message a child under thirteen (13) directly. A student aged thirteen (13) to seventeen (17) receives messages directly only where a parent or legal guardian has authorized direct contact and consent has been obtained on that student's number; otherwise messages are directed to the parent or guardian.

B.2 Opt-Out

B.3 Help

For help, reply HELP to any message you receive, or contact us at hello@birdiepro.ai.

B.4 Opt Back In

If you have previously opted out and wish to receive messages again, contact the Pro directly to re-enroll. The Pro will reinitiate the opt-in process on your behalf, and you will be asked to confirm your consent before messages resume.

B.5 Message Frequency

Message frequency varies based on your lessons, scheduling, and interactions with the Pro.

B.6 Message and Data Rates

Message and data rates may apply, depending on your mobile carrier and plan.

B.7 Carrier Liability

Mobile carriers are not liable for delayed or undelivered messages.

B.8 Compliance and Provider

The messaging program complies with the Telephone Consumer Protection Act, the CTIA Messaging Principles and Best Practices, and A2P 10DLC requirements. Messages are delivered through Twilio, our messaging aggregator and service provider.

B.9 Privacy

The privacy of your information in the messaging program is described in our Privacy Policy.

Birdie Pro is operated by Birdie Mama LLC. Contact: hello@birdiepro.ai · 7181 S Andrea Ln, Morrison, CO 80465.