Terms of Service | athletesnil.com

Effective date: February 7, 2024

Please read the Terms of Use carefully. These Terms of Use (“Agreement”) constitute a legal agreement between you and Athletes NIL, Inc., a California corporation (“Athletes NIL”). Athletes NIL owns and operates websites, including related subdomains and other online services; mobile applications; other tools, technology and programs (collectively, the “Platform”) and that perform services (the “Services”). As used in this Agreement, “you” means any visitor, user, or other person who accesses the Platform or Services. By accessing and/or using the Platform or Services, or by clicking a button or checking a box marked “I Agree”, you hereby represent and warrant that you have read, understand, and agree to be bound by this Agreement, you are of legal age in the jurisdiction in which you reside to form a binding contract with Athletes NIL, and you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization to bind such organization to the Agreement. Use of the Platform by anyone under 13 years of age is prohibited. If you are under the legal age in the jurisdiction in which you reside to form a binding contract, your parent or legal guardian must consent to these Terms of Use and affirm that they accept this Agreement on your behalf and bear responsibility for your use. If you do not agree to the Terms of Use, do not access and/or use the Platform or Services.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. General Conduct

By accessing or using the Platform and/or the Services, you agree that:

(a) You will comply with the Agreement and all applicable laws, rules and regulation in connection with the Platform and Services, including but limited to, copyrights, trade secrets, fraud, privacy or publicity rights, or online conduct.

(b) you will only access the Platform and use the Services using means explicitly authorized by Athletes NIL;

(d) you will not use the Platform or Services for any commercial purpose, including but not limited to contacting, advertising, soliciting, unless explicitly authorized by Athletes NIL;

(e) you will not use the Platform or Services in a manner that falsely implies the endorsement, partnerships or otherwise misleading affiliation with Athletes NIL;

(f) you will not interfere with any other party's use and enjoyment of the Platform and Services, including but not limited to causing nuisance, annoyance, or inconvenience, or engaging in threatening, harassing, racist, sexist or any other behavior that Athletes NIL deems inappropriate.

(g) you will not attempt to circumvent any technological or security measure implemented by Athletes NIL to gain access to any user account, resource, computer system, and/or network connected to any Athletes NIL server;

(h) You will not use the Platform in any way that could damage, disable, overburden or impair the Platform, any Athletes NIL server, or the networks connected to any Athletes NIL server;

(i) you will not copy, rent, lease, redistribute, sell, transfer sublicense, decompile, reverse engineer, disassemble the Platform or any content displayed through the Platform, in whole or in part, in any format or media;

(j) you will not compile, directly or indirectly, any collection, database or directory of content displayed through the Platform;

(k) you will not to conduct any scraping, indexing, surveying, data mining, monitoring or any other kind of systematic retrieval of data or other content from the Platform;

Failure to adhere to these rules will result in the suspension or permanent termination of use or deactivation of your account at Athletes NIL’s sole discretion.

2. User Account

Some access to the Platform and Services may require you to register for an account. All information that you provide when you register an account or otherwise communicate to Athletes NIL must be accurate, current and complete at the time of registration. You must update your account information to keep it accurate, current, and complete. If you provide any information that is inaccurate, not current, or incomplete, or Athletes NIL has reasonable grounds to suspect that such information is inaccurate, not current, or incomplete, Athletes NIL has the right to suspend or deactivate your account and refuse any and all current or future use of the Platform and Services.

You are the sole authorized user of the account you create. You will not use another user’s account or attempt to impersonate another user. You will not authorize others to use your account. You may not assign or otherwise transfer your account to any other person or entity. You will keep secure and confidential your account password or any identification credentials which allows access to the Platform and Services. You are solely and fully responsible for all activities that occur under your password or account and for any unauthorized use of your password or your account. Should you suspect that any party may be using your password or account, you will notify Athletes NIL immediately. You may be liable for losses, damages, liability, expenses, and fees incurred by Athletes NIL or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. You will not create an account or use the Services if you have been previously removed by Athletes NIL, or if you have been previously banned from use of the Platform or Services.

3. All Users Are Independent

You understand and agree that Athletes NIL provides a technology platform connecting athletes, coaches, agents, businesses, and organizations. Athletes NIL provides a technology platform facilitating the promotion of the name, image and likeness athletes. You acknowledge and agree that Athletes NIL does not promote the name, image and likeness athletes. Athletes NIL has no responsibility or liability for acts or omissions by any user.

4. Communications

When you use the Platform or Services, create a user account, or send emails, text messages, and other communications from, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, or notices and messages through the Platform or to your phone, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Where Athletes NIL requires that you provide an e-mail address or phone number, you are responsible for providing Athletes NIL with your most current e-mail address or phone number

5. Intellectual Property Ownership

The Platform and everything on it, including, without limitation, text, images, videos, graphics and software, is owned by Athletes NIL and are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other intellectual or proprietary rights and laws of the United States and other countries.

Athletes NIL grants to you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform for your personal and noncommercial use, solely as expressly permitted by this Agreement and subject to all the terms and conditions of this Agreement, all applicable intellectual property laws, and any additional terms contained on the Platform.

6. User Created Content

Athletes NIL may provide you with interactive opportunities through the Platform, including, but not limited to, the ability to create descriptions, create posts, provide feedback, submit ratings and reviews and make available graphics, video or other material (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to all User Content that you provide through the Platform such that any User Content that you provide through the Platform does not violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right. You further represent and warrant that any User Content that you provide through the Platform: (i) does not contain material that is false, intentionally misleading, or defamatory; (ii) does not violate any law or regulation; and (iii) does not violate this Agreement. By providing User Content through the Platform, you hereby grant Athletes NIL a perpetual, irrevocable, transferable, worldwide, royalty-free, non-exclusive, fully sublicenseable right and license to use, copy, display, publish, modify, remove, translate, adapt, and distribute the User Content in connection with Athletes NIL’s business without notification to and/or approval by you. You further grant Athletes NIL the right to attribute User Content to you without notification or approval by you. This includes the right for third parties, including other users, to access and use your User Content in conjunction with participation in the Platform and Services as permitted through the functionality of the Platform. The User Content licenses granted to Athletes NIL herein shall survive termination of your access to the Platform, any use of Services or your account. Athletes NIL shall have no liability for User Content or for any claims for economic loss resulting from such User Content. Athletes NIL reserves the right in its sole discretion to delete, remove or disable access to any User Content from the Platform at its sole discretion and without notice. Athletes NIL may further suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law.

7. Links to Other Websites.

The Platform may contain links to third-party web sites or services that are not owned or controlled by Athletes NIL. Athletes NIL assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services.

8. Fees and Payments.

Athletes NIL may change the fees for our Services as we deem necessary or appropriate for our business or to comply with applicable law. Athletes NIL has no obligation to provide refunds or credits, but may grant them, in each case in Athletes NIL’s sole discretion. All payments will be processed by Athletes NIL or its payments processor, using the preferred payment method designated in your account. If your payment details change, your card provider may provide us with updated card details. We may use these new details or details from other cards on file in order to help prevent any interruption to your Use of the Services. If you would like to use a different payment method or if there is a change in payment method, please update your billing information.

9. Dispute Resolution.

Any dispute relating in any way to your visit to the Platform or Services shall be submitted to confidential arbitration in California, United States, except that, to the extent you have in any manner violated or threatened to violate Athletes NIL’s intellectual property rights, Athletes NIL may seek injunctive or other appropriate relief in any state or federal court in the state of California, United States, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

10. Indemnification

You agree to indemnify, defend, and hold Athletes NIL harmless from and against any and all liability, including without limitation, losses, costs, claims, damages, settlements, judgments, penalties, awards and expenses (including reasonable attorney’s fees) arising out of, relating to or resulting from (a) any user content; (b) you misuse of the Platform or Services; (c) your breach of this Agreement or any representation, warranty or covenant in this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Platform or Services. Athletes NIL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Athletes NIL in asserting any available defenses.

11. Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE PLATFORM AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE PLATFORM AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE PLATFORM, THE SERVICES, AND ALL OTHER CONTENT ON THE PLATFORM ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ATHLETES NIL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE PLATFORM OR SERVICES

ATHLETES NIL DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, ATHLETES NIL SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS. ATHLETES NIL SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ATHLETES NIL'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

12. Limitation of Liability

TO THE FULLEST EXTENT OF LAW, ATHLETES NIL SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE).

13. Termination

ATHLETES NIL may modify or discontinue the Platform or Service, or may modify, suspend or terminate your access to the Platform or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Platform or the Service, Athletes NIL reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Any provision of this Agreement that contemplates or governs performance or observance after termination of this Agreement will survive the termination of this Agreement.

14. Additional Terms and Policies

By accessing or using the Platform and/or Services, you acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Athletes NIL’s Privacy Policy, which is incorporated into this Agreement by reference. You acknowledge and agree to any additional terms, applicable to the use of the Platform or Services or any feature thereof, posted or linked to by Athletes NIL, which are incorporated into this Agreement by reference

15. No Joint Venture or Partnership.

Nothing in this agreement shall be construed to create a joint venture, partnership, employment, or agency relationship exists between you, Athletes NIL or any third-party as a result of this Agreement or use of the Platform or Services.

16. Choice of Law.

This Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of California, excluding any conflict of laws rules of that State or other principle that might refer the governance or construction of this Agreement to the laws of another jurisdiction.

17. Severability. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition..

18. Transfer and Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you for any reason, but may be assigned by Athletes NIL without restriction. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.

19. Entire Agreement.

This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

20. Modifications.

Athletes NIL reserves the right to modify this Agreement at any time and without prior notice to you, effective upon posting of an updated version of Terms of Use. You should regularly review this Agreement. You agree that your continued access or use of the Platform and/or Services after any such modification constitutes your agreement to such modifications.

20. Contact Athletes NIL

admin@athletesnil.com