Athlete Licensing Company
Last updated: February 20, 2023
We reserve the right to modify these Terms at any time, with such changes becoming effective as of the date posted. Each time you use the ALC Platform, the then-current version of the Terms will apply. If you use the ALC Platform after a modification of these Terms, you agree to be bound by the Terms as modified.
These Terms contain important information regarding your rights with respect to the ALC Platform, including your relationship with us. Please read them carefully and review them regularly.
1. The Services
1.1. ALC shall provide you with the ALC cloud-based platform tools that include all the ALC features, applications, services, technologies, and software that allows you to operationalize and manage the administration of name, image, and likeness rights and the resulting compensation thereof (“Services”).
1.2. We reserve the right to make any changes to the Services in any manner at any time without prior notice to you and to deny or terminate your access to the Services, even if you have an Account (defined in Section 2), in our sole discretion.
1.3. You are authorized to access the ALC Platform to view or use the Services; however, you may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.
1.4. We urge all Service users to be responsible about their use of the Services and the ALC Platform. Unless explicitly clear, ALC is not a party to any agreement. As a result, any part of an actual or potential agreement is solely the responsibility of each party to that agreement. By using the Services, each party acknowledges and agrees that they are solely responsible for each agreement they enter into, including but not limited to assuring that each agreement adheres to all rules, regulations, and laws under which you are subject.
2. Registration and Account
2.1. To access and engage with Services, you must register for an account (“Account”). By registering for an Account, you grant Us a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual, and transferable license to display your name and likeness in a form indicating your status as an Account holder in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site, and other electronic communications. Upon the termination or cancellation of your Account, we may continue to display your name and likeness as a former Account holder, unless we receive written notice from you requesting the removal of your name or likeness.
2.2. When You create an Account or use the Services, you represent that you are (i) eighteen years of age or older or (ii) if you are not yet eighteen, you acknowledge that you have received permission to use the Services from your parent or legal guardian and agree to have the Account in the name of your legal guardian until you reach eighteen. You also represent that your use of the Services does not violate any applicable law or regulation.
2.3. As part of the Account creation process, you may be asked to provide or be provided a unique username, password, or access code (“Login Information”). You are responsible for the confidentiality and use of your Login Information. You agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect unauthorized use of your Account, you agree to notify us immediately. You acknowledge and agree that you are solely responsible for any activities under your Account. You acknowledge further that ALC does not represent you legally and is not your lawyer. It is your responsibility to ensure that you adhere to all rules and regulations of your institution, your conference, your state, federal law, and any regulatory bodies that may provide oversight of your use of the Services.
2.4. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account. You further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to our benefit. We do not recognize the transfer of Accounts. You may not purchase, sell, gift, or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void.
2.5. You have the right to cancel your Account at any time. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute you may have with Us.
2.6. ALC RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT AT ANY TIME FOR FAILURE TO ADHERE TO THESE TERMS OR FOR ANY OTHER REASON, AT ANY TIME, WITH NO LIABILITY TO YOU UNDER ANY THEORY OF LAW, INCLUDING TORT OR CONTRACT, FOR ANY TYPE OF DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS. You acknowledge and agree that we are not required to provide you notice before terminating or suspending your Account and/or your access to the Services. In the event that your Account is terminated, suspended, or canceled, you will have no further access to your Account or anything associated with it, except for any payments you may be owed but not paid, prior to termination.
3. Third-Party Vendors
3.1. ALC may utilize additional vendors and service providers to provide portions of the Services (collectively “Third-Party Vendors”), which provide their services to you pursuant to their own terms and privacy policies.
3.2. ALC current Third-Party Vendors include
3.2.1. Dwolla: providing the electronic payments and digital wallets (https://dwolla.com/)
3.2.2. Plaid: Authentication of banking information (https://plaid.com)
3.2.2. Circle: Courtside digital community functions (https://circle.so/)
4. Electronic Signatures and Notices.
4.1. Certain activities may require you to make an electronic signature. You understand and accept that an electronic signature has the same legal rights and obligations as a physical signature.
4.2. You agree that we may provide you with required notices electronically through your Account or other electronic means. You agree that ALC, or any third party, is not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
5.1. You authorize ALC to include your name or logo(s) as a representative customer, including the display on ALC’s website and in our marketing materials, provided that you may withdraw this authorization at any time in general or in any particular instance by providing written notice of such revocation to email@example.com. Additionally, you authorize ALC to include representative works of your activity in marketing materials and case studies. Notwithstanding anything to the contrary, all rights granted will automatically terminate upon termination or cancellation of Your Account, except that we are entitled to use any case studies or marketing materials developed prior to such termination or cancellation.
5.2. ALC shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, anonymous and aggregated information concerning the use of customer data), and ALC will be free (during and after the Term hereof) to (a) use information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services; (b) disclose data solely in aggregate or other de-identified forms in connection with its business; and (c) share data with certain permitted parties. No rights or licenses are granted to data except as expressly set forth herein.
5.3. You understand that through your use of the Services, you consent to the collection and use of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by ALC.
5.4. As part of providing the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account, which you may not opt-out from receiving.
6. User Content.
6.1. In the provision of the Services, there may be interactive areas in which you may post original content or aggregate content from your social media accounts or information (collectively “User Content”). You are solely responsible for all User Content. We may, in addition to any other rights and remedies we may have against you at law or in equity, immediately, with or without notice to you, cease the distribution, display, or other exploitation of any User Content which we believe violates these Terms, without any liability to you of any kind.
6.2. When you post User Content, you give us and our affiliates, vendors, and other stakeholders a nonexclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content throughout the world in any media. To the extent such content is attached to an Account, the foregoing license includes a right to reproduce any name, likeness, or photograph associated with such Account. Notwithstanding any of the foregoing, if you are a student-athlete subject to (a) rules and regulations of an intercollegiate athletics association, (b) institutional policies, and/or (c) state or federal laws, we will not use any such User Content in a manner that would violate or cause you to violate such rules, regulations, policies, or laws.
6.3. When you post User Content, you represent and warrant to us that (a) you own the User Content; (b) the posting of the User Content does not violate any rights of any person or entity; (c) you have no agreement with or obligations to any third party with respect to the rights granted herein and you have not and will not sell, assign, transfer, or convey any of the rights granted herein in a manner adverse to or in derogation of the rights granted to us; (d) the User Content complies with all applicable laws and regulations, including but not limited to, Section 5 of the Federal Trade Commission Act and the Federal Trade Commission’s Endorsement Guidelines (“FTC Rules”); and (e) to the extent any “moral rights” or similar right exist in the User Content and are not exclusively owned by us, you agree not to enforce any such rights as to us or our affiliates.
6.4. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you and agree to indemnify and hold ALC and its affiliates and vendors harmless from and against any and all fines and penalties resulting from any violations.
7.1. You agree not to use the ALC Platform to take any action or actions that, including with respect to any User Content that: (a) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or patently offensive in any manner; (b) includes threats to incite violence; (c) involve commercial activities without our prior written consent, such as contests or sweepstakes; (d) are contrary to our public image, goodwill, or reputation; (e) infringe on our or any third party’s intellectual property rights; or (f) “frame” or “mirror” any part of the ALC Platform or website without our prior written consent.
7.2. You acknowledge and agree that you are solely responsible for compliance with any applicable law or regulation relating to the advertisement, social media marketing, or endorsement, including but not limited to the acknowledgment of any compensation received in return for User Content, such as with the #ad hashtag.
7.3. You agree that you will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, or otherwise attempt to mislead others as to the source of the User Content.
7.4. You agree not to send unsolicited email advertisements to any other users of the Services via any contact made through the Services.
7.5. ALC reserves the right to access, read, preserve, and disclose any information that in ALC’s sole determination is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce the Terms, including an investigation of potential violations; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety of ALC, its users, and the public.
7.6. You may not do any of the following while accessing or using the Services: (a) access, tamper with, or use non-public areas of the ALC Platform, ALC or ALC’s vendor’s computer systems, or the technical delivery system of ALC’s providers; (b) probe, scan, or test the vulnerability of any system or network or breach or circumvent any vulnerability of any system or network or breach or circumvent any security or authentication measures; (c) access or search or attempt to access or search the ALC Platform by any means (automated or otherwise) other than through our currently available, published interfaces that are provided to you and pursuant to the then-current Terms, unless you have been specifically allowed to do so in a separate written agreement with ALC; (d) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any part of the header information in any email or posting, or in any way use the ALC Platform to send altered, deceptive, or false source-identifying information; or (e) interfere with, or disrupt (or attempt to do so) the access of any user, host, or network, including but not limited to, sending a virus, overloading, flooding, spamming, mail-bombing the ALC Platform or other users, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the ALC Platform.
8. Copyright Rights and Infringement.
8.1. You acknowledge that ALC and its Third Party Vendors, vendors, and/or subcontractors are the sole and exclusive owners of all rights and interests in all (a) patents, patent applications; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether patentable or unpatentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing (collectively “Intellectual Property”) and other proprietary rights and interests in and to the ALC Platform and any documentation or data related thereto. You acknowledge and agree that you do not have, or acquire pursuant to or as a result of these Terms, any ownership interest, license, lease, or other right or interest in or with respect to the Services or any Intellectual Property in or to the Services.
8.2. Subject to your compliance with the Terms, including payment of any Fees, ALC grants you a limited, nonexclusive, non-transferable, non-sublicensable right during the Term to access the ALC Platform.
9.1. Pay Me Now Fee. The current Pay Me Now fee shall be shown on the request screen.
9.2. Courtside Fees. To register as a member of a Courtside community, you may be required to pay a subscription fee that is set and controlled by the community administrators. This subscription fee will be subject to a convenience fee, which shall be disclosed at time of subscription.
9.3. Deal Builder and Will Call Fees. By submitting a deal or deal request, you agree to pay all amounts due in accordance with the payment terms in effect when the request is submitted, which may include, but not be limited to, transaction, convenience, and/or processing fees. All fees will be made clear prior to submitting the final approval of payment.
10. Warranty and Disclaimer
10.1. We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services that minimize errors and interruptions in the access and operation and shall perform in a professional and workmanlike manner. Therefore, the ALC Platform may be temporarily unavailable for scheduled maintenance, or unscheduled emergency maintenance, either by ALC or third-party providers or because of other causes beyond our reasonable control.
10.2. You agree that the Services are available on an “as is basis” without any warranty and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services, (d) warranties relating to the accuracy or correctness of data related to the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions. We do not warrant that the ALC Platform will operate error-free, free of viruses, and/or other harmful materials. If your use of the ALC Platform results in the need for servicing or replacing equipment or data, We are not responsible for any such costs.
11. Limitation of Liability
11.1. ALC shall not be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, including, without limitation, any claim for loss of service, lost profits, or lost opportunities arising from or relating to these Terms or use of the Services, whether based upon a claim for breach of contract, tort, or any other theory of liability, even if We have been advised of the possibility or likelihood of such damages.
11.1.1.Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
11.2. Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to the actual amount of fees paid by you.
12.1. You agree to indemnify, defend, and hold harmless ALC along with its respective parent companies, affiliates, subsidiaries, directors, officers, partners, representatives, shareholders, employees, vendors, accountants, attorneys, and agents (each an “Indemnified Party” and collectively the “Indemnified Parties”), for, from, against, and with respect to these Terms and any and all third party claims, demands, suits, liabilities, judgments, obligations, causes of action, losses, penalties, costs, expenses, or damages of any kind or nature, including without limitation reasonable attorney fees or disbursements (“Losses”) arising out of, in connection with or relating to any act, misrepresentation, Terms violation, or omission by you, relating to your User Content, or security breach or any compromise of your Account (“Claims”). You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing. In addition to any other right or remedy otherwise available, ALC may withhold from any payments otherwise due to you hereunder an amount equivalent to any reasonable amount claimed or sued for, plus reasonable out-of-pocket costs and out-of-pocket attorney’s fees relating thereto. ALC shall also release such monies if a claim has been made and no action or proceeding has been commenced within one (1) year after ALC’s receipt of such claim unless ALC reasonably believes an action or proceeding is imminent or settlement negotiations are ongoing at such time.
13. Dispute Resolution
13.1. Upon written notice of either party of the election to submit a dispute under these Terms, each party shall designate a representative, who shall promptly meet at a mutually acceptable time and place and, thereafter, as often as they reasonably deem necessary, for good faith discussion and negotiation in an effort to resolve such dispute. Both parties waive their rights to resolve disputes by jury trial or other court proceedings.
14. Intercollegiate Name, Image, and Likeness Regulations
14.1. We are in no way sponsored by an intercollegiate athletics association, any conference, any institution, or any collective. As a user of the Services, you are responsible for your activities and knowing and complying with any rules, regulations, policies, or laws to which you are obligated (“Regulations”). If you act in violation of the Regulations, we may take reasonable steps in response, including, but not limited to, terminating your Account and/or reporting such conduct to the appropriate entities. We do not knowingly promote any violations of Regulations.
15.1. Governing Law and Venue. These Terms shall be governed by the laws of the State of Tennessee, with venue in Davidson County.
15.2. Assignment. These Terms do not give rights to any third parties. You cannot transfer your rights or obligations under these Terms without our consent. Our rights and obligations can be assigned to others without your prior consent.
15.3. Waiver. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). We reserve all rights not expressly granted to you.
15.4. Modification and Waiver. No provisions of this may be amended, waived, or modified except by written agreement of all parties.
15.5. Survival. All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
15.6. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary and shall not affect the remainder of these Terms, which will otherwise remain in full force and effect and enforceable.
15.7. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding between You and ALC and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Services, and no terms or conditions may be added or deleted unless made in writing and signed by You and ALC.
15.8. Independent Contractor. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has any authority of any kind to bind the other party in any respect whatsoever.
16.1 General Customer Support: firstname.lastname@example.org
16.2 Legal/Privacy Support: email@example.com