Terms and Conditions

Last Updated: April 30, 2026 Effective Date: April 30, 2026

These Terms of Service ("Terms") govern your access to and use of the websites (including meetcoliseum.com), platform, software, and services (collectively, the "Services") made available by Coliseum AI, Inc., a Delaware corporation ("Coliseum," "we," "us," or "our"). By accessing or using the Services, you ("you" or "Customer") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not access or use the Services.

1. The Services

1.1 Description

Coliseum provides an AI-powered platform that enables live-event organizations, sports teams, venues, and event operators (each, an "Organization") to deploy AI agents for fan engagement, including outbound messaging campaigns and inbound conversational services across channels such as SMS and email.

1.2 Order Forms and Master Agreements

If you and Coliseum have executed a separate master services agreement, order form, or similar written agreement covering the Services (a "Master Agreement"), the terms of that Master Agreement control to the extent they conflict with these Terms. Otherwise, these Terms govern your use of the Services.

1.3 Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. The Services are not directed to children under 13, and we do not knowingly collect personal information from children under 13.

2. Accounts and Access

2.1 Account Registration

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information and to keep your account information updated.

2.2 Credentials

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Coliseum promptly at security@meetcoliseum.com of any unauthorized access or suspected breach.

2.3 Authorized Users

If you are an Organization, you may permit your employees, contractors, and agents ("Authorized Users") to access the Services on your behalf. You are responsible for the acts and omissions of your Authorized Users and for ensuring their compliance with these Terms.

3. Customer Data and Content

3.1 Definitions

"Customer Data" means any data, content, files, contact records, messages, or other information that you or your Authorized Users submit to, generate within, or transmit through the Services, including fan and contact records uploaded to the platform.

3.2 Ownership

As between you and Coliseum, you retain all right, title, and interest in and to Customer Data. You grant Coliseum a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, and improve the Services and as further described in our Privacy Policy.

3.3 Your Responsibilities for Customer Data

You represent and warrant that:

(a) you have all rights, consents, and permissions necessary to upload Customer Data to the Services and to authorize Coliseum to process it as described in these Terms;
(b) Customer Data and your use of the Services comply with all applicable laws, including data protection, telemarketing, and electronic communications laws (such as the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), and equivalent laws in other jurisdictions);
(c) you have obtained all required consents from individuals before adding their contact information to the Services or directing the Services to send messages to them;
(d) Customer Data does not violate any third-party rights, including intellectual property, privacy, or publicity rights.

3.4 Backups

You are responsible for maintaining your own backups of Customer Data. While Coliseum performs routine backups for operational purposes, we do not guarantee that backups will be available for restoration on request.

4. Messaging Services and Consent (SMS, Email, and Other Channels)

4.1 Consent Is Customer's Responsibility

The Services enable you to send messages to fans, customers, or other contacts via SMS, email, and other channels. You are solely responsible for obtaining all legally required consents from message recipients before any messages are sent through the Services on your behalf, including, where applicable, prior express written consent under the TCPA.

4.2 Required Disclosures at Opt-In

You must provide message recipients with clear and conspicuous disclosures at the point of opt-in, including:

(a) the identity of the sender (your Organization);
(b) the purpose and frequency of messages;
(c) that message and data rates may apply;
(d) instructions for opting out (e.g., reply STOP);
(e) instructions for help (e.g., reply HELP);
(f) a link to your privacy policy.

4.3 Opt-Out Handling

The Services support standard opt-out keywords (such as STOP, UNSUBSCRIBE, CANCEL, END, QUIT). You agree not to circumvent, override, or attempt to disable opt-out handling. Once a recipient opts out, you must not message that recipient again through the Services except as permitted by law.

4.4 Prohibited Message Content

You will not use the Services to send messages that contain or promote:

(a) content prohibited by carrier or platform policies, including the CTIA Messaging Principles and Best Practices and the policies of any messaging provider Coliseum uses to deliver messages (including, without limitation, Twilio);
(b) sexually explicit content; hate speech; harassment; threats of violence;
(c) content related to firearms, illegal drugs, cannabis (unless lawful and properly registered), gambling (unless lawful and properly registered), or hate-, alcohol-, firearms-, tobacco-related ("HAFT") content prohibited by carrier policy;
(d) phishing, fraudulent, deceptive, or misleading content;
(e) malware, viruses, or other harmful code;
(f) content that violates any applicable law or third-party right.

4.5 AI-Generated Messages

The Services use generative AI to draft and send messages. You acknowledge that:

(a) AI-generated content may contain errors, inaccuracies, or unexpected outputs;
(b) you are responsible for reviewing your campaign configuration, agent persona, and content guardrails;
(c) you remain the sender of record for all messages dispatched through the Services on your behalf and bear legal responsibility for those messages.

4.6 Carrier and Provider Compliance

You agree to comply with the policies of telecommunications carriers and downstream messaging providers used to deliver messages, including A2P 10DLC registration and brand/campaign vetting requirements. Coliseum may suspend or terminate messaging functionality if necessary to comply with carrier requirements or to prevent harm.

5. Acceptable Use

5.1 Prohibited Conduct

You will not, and will not permit any Authorized User or third party to:

(a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
(b) circumvent or attempt to circumvent any security, authentication, or access-control mechanism;
(c) use the Services to build a competing product or service, or to benchmark the Services for that purpose;
(d) use the Services to send unsolicited communications, spam, or content prohibited under Section 4;
(e) interfere with or disrupt the integrity or performance of the Services;
(f) use the Services in violation of any applicable law or regulation;
(g) upload Customer Data that contains malicious code, viruses, or other harmful components;
(h) use the Services to process special categories of personal data (such as health, biometric, or government identifier data) unless expressly agreed in a Master Agreement;
(i) scrape, harvest, or extract data from the Services other than Customer Data you submitted;
(j) misrepresent the source, identity, or affiliation of any message sent through the Services.

5.2 Suspension

We may suspend or limit your access to the Services if we reasonably believe you are violating these Terms, creating a risk to Coliseum or other users, or to comply with applicable law or carrier requirements. We will use commercially reasonable efforts to notify you of a suspension and to restore access promptly once the underlying issue is resolved.

6. Fees and Payment

6.1 Fees

Fees for the Services are as set forth in your Master Agreement, order form, or applicable subscription plan. Unless otherwise stated, all fees are quoted and payable in U.S. dollars and are non-refundable.

6.2 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes assessed in connection with your use of the Services, other than taxes on Coliseum's net income.

6.3 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Coliseum may suspend the Services for non-payment after providing reasonable notice.

6.4 Third-Party Costs

Certain components of the Services may incur usage-based costs from third-party providers (such as messaging carriers or model providers). Where applicable, these costs are passed through to you as set forth in your Master Agreement or order form.

7. Intellectual Property

7.1 Coliseum IP

Coliseum and its licensors own all right, title, and interest in and to the Services, including all software, models, prompts, agent personas authored by Coliseum, documentation, designs, and trademarks (collectively, "Coliseum IP"). Except for the limited rights expressly granted in these Terms, no rights in Coliseum IP are granted to you.

7.2 Feedback

If you provide suggestions, feedback, or ideas about the Services ("Feedback"), you grant Coliseum a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into the Services without obligation to you.

7.3 Usage Data

Coliseum may collect and use technical, operational, and usage data derived from your use of the Services in aggregated and de-identified form to operate, improve, secure, and develop the Services and Coliseum's other products. Coliseum will not disclose Customer Data in identifiable form except as permitted under these Terms or our Privacy Policy.

7.4 AI Model Training

Coliseum will not use Customer Data to train foundation models that are made available to third parties outside the Services. Coliseum may use Customer Data to operate the Services for you, including for prompt construction, retrieval, and evaluation, as described in our Privacy Policy.

8. Third-Party Services

The Services integrate with or rely upon third-party services, including model and infrastructure providers (such as Google), messaging providers (such as Twilio), and email delivery providers (such as Resend). Your use of those third-party services is governed by their own terms and privacy policies. Coliseum is not responsible for the acts, omissions, or content of any third-party service.

9. Confidentiality

Each party may have access to non-public business or technical information of the other party that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will (a) use Confidential Information only as necessary to perform under these Terms, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to third parties except to its employees, contractors, or advisors with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available, was already known without restriction, was independently developed, or is rightfully received from a third party.

10. Disclaimers

10.1 As-Is

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COLISEUM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

10.2 AI Outputs

COLISEUM DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE OF ERROR. YOU ARE RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING AI-GENERATED CONTENT BEFORE RELYING ON IT.

10.3 No Guarantee of Delivery

COLISEUM DOES NOT GUARANTEE THAT MESSAGES SENT THROUGH THE SERVICES WILL BE DELIVERED, READ, OR ACTED UPON. DELIVERY DEPENDS ON CARRIERS, RECIPIENT DEVICES, AND OTHER FACTORS OUTSIDE OUR CONTROL.

11. Indemnification

11.1 By You

You will defend, indemnify, and hold harmless Coliseum and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Customer Data;
(b) your use of the Services in violation of these Terms or applicable law;
(c) messages sent through the Services on your behalf, including claims under the TCPA, CAN-SPAM, or equivalent laws;
(d) your failure to obtain required consents from message recipients.

11.2 By Coliseum

Coliseum will defend you against third-party claims that the Services, as provided by Coliseum and used by you in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts attributable to such claim. Coliseum has no obligation under this Section 11.2 for claims arising from Customer Data, your modifications to the Services, or your combination of the Services with other products or services.

11.3 Procedure

The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) provide reasonable cooperation, and (c) allow the indemnifying party to control the defense and settlement (provided that any settlement requiring an admission of liability or payment by the indemnified party requires that party's consent).

12. Limitation of Liability

12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO COLISEUM FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to (a) your payment obligations, (b) your indemnification obligations under Section 11.1, (c) breaches of Section 5 (Acceptable Use) or Section 9 (Confidentiality), or (d) liability that cannot be limited under applicable law.

13. Term and Termination

13.1 Term

These Terms apply from your first access to the Services and continue until terminated.

13.2 Termination for Convenience

Either party may terminate these Terms (and any associated subscription) for convenience by providing written notice to the other party, subject to any commitments in your Master Agreement or order form.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days after notice, or (b) becomes the subject of a bankruptcy, insolvency, or similar proceeding.

13.4 Effect of Termination

Upon termination, your right to access and use the Services ends. Coliseum will make Customer Data available for export for thirty (30) days following termination, after which Coliseum may delete Customer Data in accordance with our retention practices.

13.5 Survival

Sections 3.2, 7, 9, 10, 11, 12, 13.4, 13.5, 14, and 15 survive termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before filing any formal claim, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice of the dispute.

14.3 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, if the dispute qualifies, JAMS' Streamlined Rules). The arbitration will be conducted in Los Angeles County, California, in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver

The parties agree to bring claims against each other only in their individual capacities and not as a plaintiff or class member in any purported class, collective, or representative proceeding. If this waiver is found unenforceable, the entire arbitration provision in Section 14.3 will be null and void as to such claim, but will remain enforceable as to all other claims.

14.5 Equitable Relief

Notwithstanding Section 14.3, either party may seek injunctive or other equitable relief in a state or federal court located in Los Angeles County, California, to protect its intellectual property or Confidential Information. The parties consent to the personal jurisdiction of those courts for that purpose.

14.6 Time Limit

Any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, except where applicable law prohibits such limitation.

15. General

15.1 Entire Agreement

These Terms (together with any Master Agreement, order form, and our Privacy Policy) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject.

15.2 Changes to These Terms

Coliseum may update these Terms from time to time. If we make material changes, we will provide reasonable advance notice (for example, by email or in-product notice). Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

15.3 Notices

Notices to Coliseum must be sent to legal@meetcoliseum.com with a copy to: Coliseum AI, Inc., Attn: Legal, 1014 Broadway #1125, Santa Monica, CA 90401. Notices to you may be sent to the email address associated with your account.

15.4 Assignment

You may not assign these Terms without Coliseum's prior written consent. Coliseum may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unpermitted assignment is void.

15.5 Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or carrier outages, and government actions.

15.6 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force.

15.7 No Waiver

A party's failure to enforce any right under these Terms does not waive that right.

15.8 Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

15.9 Export Compliance

You will comply with all applicable U.S. and foreign export-control and sanctions laws in your use of the Services.

15.10 U.S. Government Users

The Services are "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101. U.S. Government end users acquire only the rights set forth in these Terms.

15.11 Headings

Section headings are for convenience only and do not affect interpretation.

Contact

Coliseum AI, Inc. 1014 Broadway #1125 Santa Monica, CA 90401 Email: legal@meetcoliseum.com

For privacy-related inquiries, see our Privacy Policy or email privacy@meetcoliseum.com.