Each Name, Image, and Likeness Deal (individually a “Deal” and collectively “Deals”) made and entered into by a Student-Athlete and a Payor, as defined below (individually a “Party” and collectively the “Parties”) using Athlete Licensing Company’s (“ALC”) GameDayNIL platform and/or the Club NILlionaire mobile application shall be subject to the following applicable terms. 

1.   Definitions.

1.1.   Payor: Individual or entity making a payment in exchange for a student-athlete’s name, image, and likeness rights. 

1.2.   Student-Athlete: Individual engaged in intercollegiate athletics willing to be compensated for the use of their name, image, and likeness rights.

1.3.   NIL Rights: Student-Athlete’s name, nickname, initials, facsimile, signature, slogans, voice, likeness, image, derivatives, and any resemblance and other indicia closely identified with the Student-Athlete.

2.   Activity-Specific Terms.

2.1.   Social Media.

2.1.1.   The Parties shall at all times abide by the Federal Trade Commission (“FTC”) regulations and guidance governing endorsements. Student-Athletes will provide truthful endorsements based on their personal experience with the product and/or service they are endorsing.  Student-Athletes will disclose their commercial relationship honestly and transparently (example language includes “Ambassador”, “#sponsored”, “#ad”, or “collaboration”). 

2.1.2.   The Parties will promptly cooperate in the event non-compliant content is posted, such as immediate removal of the content from all platforms, a post or statement which corrects the identified non-compliance, or submission of replacement content.  

2.2.   Appearance.

2.2.1.   Student-Athlete grants Payor the right to use Student-Athlete’s  NIL Rights to promote an appearance, which terminates upon the conclusion of the appearance. 

2.2.2.Student-Athlete agrees that their appearance is of a special, unique, and intellectual character which gives them a peculiar value. As such, if Student-Athlete cancels their appearance or fails to appear other than directly due to a Force Majeure Event or Payor’s material breach and failure to cure, among Payee’s other remedies Student-Athlete shall not receive the deal value; however, a Student-Athlete shall not be liable to the Payor for any loss or expense incurred by Payor in coordinating or setting up the appearance, such as venue costs, food and beverage or similar such costs.

2.2.3.   Neither Party shall be in default of its obligations hereunder if the appearance is delayed or becomes impossible or impractical by reason of any cause beyond a Party’s reasonable control, including, without limitation, inclement weather, hurricane(s), or earthquake(s) or technological issues causing the cancellation and/or delay of the appearance, an official or de facto state of war, Act of God, or any other cause that reasonably may be considered force majeure (each a “Force Majeure Event”). If the appearance is canceled by the Payor or Student-Athlete is unable to attend due to a Force Majeure Event, (i) the Student-Athlete shall not be entitled to the deal value, and (ii) the Parties agree to use good faith efforts in such circumstances to reschedule the appearance within a reasonable time after the Force Majeure Event and to cooperate reasonably with each other in planning for and dealing with such contingencies. Student-Athlete shall be paid the initial deal value if the appearance is rescheduled and successfully completed by Student-Athlete. 

2.3.   Product Royalties.

2.3.1.   Student-Athlete hereby grants the Payor a non-exclusive license to use the Student-Athlete’s NIL Rights solely in connection with the product’s manufacture, distribution, and sale as defined in the Deal. Student-Athlete acknowledges that Payor may sublicense the NIL Rights to affiliates engaged in creating the product; however, the sublicense shall terminate upon the expiration or termination of the Deal. 

3.   Terms Applicable to all Deals.

3.1.   NIL Rights. Payor acknowledges that Payor shall not acquire any rights whatsoever in the Student-Athlete’s NIL Rights as a result of the use, and all use of the NIL Rights hereunder shall inure to the benefit of Student-Athlete. 

3.2.   Breach and Cure. 

3.2.1.   If either Party breaches ta Deal and does not cure the breach within ten (10) business days after receiving written notice thereof (or if such breach is not reasonably capable of being fully cured within such period, if the breaching party commences to cure such breach within such period and proceeds with reasonable diligence to complete the curing of such breach), the non-breaching party may terminate the Deal effective immediately upon written notice. Notwithstanding the foregoing, if the material breach occurs within ten (10) business days of an appearance, the cure period shall be two (2) business days after receipt of notice to cure.

3.2.2.   Either Party will have the immediate right to terminate a Deal if:

3.2.2.1.   The other Party is involved in any incident involving moral turpitude or immoral conduct or which might otherwise disparage, embarrass, ridicule, denigrate, or bring public disrepute or scandal upon the terminating Party; or

3.2.2.2.   Student-Athlete dies or becomes unable to fulfill their obligations hereunder due to any illness, accident, or other physical or mental impairment which renders Student-Athlete incapable or unqualified to perform services required under the Deal.

3.3.   NIL Administrator. The Parties acknowledge and agree that ALC shall pay all Deal compensation. 

3.4.   Entire Agreement, Modification, and Waiver. The Deal constitutes the entire agreement and understanding between the Parties and supersedes any and all prior agreements or understandings between the Parties, and no terms or conditions may be added or deleted unless made in writing and accepted by both Parties. In the event of a conflict between these terms and the Deal, the language found in the Deal shall control. 

3.5.    Severability. If any part of a Deal becomes unenforceable in any jurisdiction, it shall not affect any other part of the Deal or invalidate or render unenforceable such part in any other jurisdiction. 

3.6.   Notice. All notices, requests, demands, or other communications permitted or required under this Agreement shall be effective only if in writing and accepted by the other Party. 

3.7.   Warranties and Indemnification.  Each Party warrants and represents that it has the full right and authority to enter into this Agreement and to grant to the other the rights granted hereunder and to perform its respective obligations hereunder and that such grant of right shall not conflict with the rights of any third party.  Each Party (“Indemnifying Party”) agrees to indemnify the other and (“Indemnified Party”) and the Indemnified Party’s respective officers, directors, shareholders, agents, representatives, employees, designees, subsidiaries, and assigns from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable and actual outside attorneys’ fees) arising out of any breach of the Indemnifying Party’s representations or warranties contained herein which has been reduced to an adverse judgment in a court of competent jurisdiction.  Notwithstanding the foregoing, any liability in connection with a Deal, under any cause of action or theory, is strictly limited to the value of the Deal.

3.8.   Independent Contractors. The relationship of the Parties established by Deals is that of independent contractors, and neither party whether through the Deal, any future agreement or otherwise shall be considered or deemed to be an agent, employee, joint venture or partner of the other Party as a result of a Deal.