Terms of Service

Age Requirements

You must be at least 14 years old to use the Platform. Users under 14 are strictly prohibited from registering or using the Platform. If you are between 14 and 17 years old, you may only use the Platform with the verified consent of a parent or legal guardian as described in our Privacy Policy. NIL Unlimited reserves the right to terminate any account belonging to a user under the age of 14 and to delete all associated data immediately upon discovery.

NIL Eligibility

By registering as an athlete and completing the NIL eligibility self-certification during the registration process, you make the following representations and warranties, each of which is a material inducement for NIL Unlimited to approve your profile and permit your participation on the Platform, and each of which is deemed to be repeated and reaffirmed by you continuously throughout the duration of your account:

(a) You have personally reviewed, or have caused a qualified person such as a school athletic compliance officer to review on your behalf, the NIL-related rules, policies, bylaws, and regulations applicable to your specific circumstances, including: the laws of your state or province governing NIL activity; the policies and bylaws of your applicable athletic association (including NCAA, NAIA, NJCAA, or applicable high school athletic association); the policies and requirements of your specific school or institution; and any additional rules applicable to your sport or level of competition;

(b) Based on that review, you are currently eligible to engage in NIL activities consistent with your participation on the Platform, including entering into brand partnerships, earning commissions, and operating a personal storefront;

(c) Your participation on the Platform does not and will not violate any amateurism rule, athletic eligibility rule, institutional policy, scholarship agreement, or any other obligation to which you are subject;

(d) No agreement, obligation, or restriction — including but not limited to any exclusive NIL agreement, school policy, or conference rule — prevents you from participating on the Platform or earning compensation through it;

(e) You are not currently subject to any athletic eligibility suspension, investigation, or proceeding that would affect your right to engage in NIL activity; and

(f) You will notify NIL Unlimited in writing at privacy@nilunlimited.co within 48 hours of becoming aware of any fact, change, or circumstance that affects or may affect your NIL eligibility, including but not limited to: a transfer to a new school, institution, or athletic association; a change in your state or province of enrollment; a change in your level of competition; the enactment or amendment of any applicable NIL law or institutional policy; or any communication from your school, athletic association, or governing body indicating that your NIL participation may be impermissible.

NIL Unlimited reviews the eligibility information provided by athletes as part of the profile approval process. This review is administrative in nature and does not constitute legal advice, a legal determination of NIL eligibility, or a guarantee that your participation is permissible under applicable rules. NIL Unlimited's approval of your profile does not relieve you of your independent obligation to ensure and maintain your own eligibility. Athletes are strongly encouraged to consult with their school's athletic compliance office and, where appropriate, independent legal counsel before engaging in NIL activity.

If NIL Unlimited discovers, at any time and through any means, that an athlete has provided false, inaccurate, or misleading information in connection with their NIL eligibility self-certification, NIL Unlimited may immediately suspend or terminate the athlete's account, remove all associated campaign content and storefront listings from the Platform, withhold all pending and unconfirmed Earnings, and seek recovery of previously paid Earnings where the campaign giving rise to those Earnings was conducted during a period of ineligibility. NIL Unlimited's exercise of any of these remedies does not limit any other rights or remedies available to NIL Unlimited under these Terms or applicable law.

NIL Unlimited expressly disclaims all liability for any academic, athletic, eligibility, financial, or other consequences suffered by an athlete — or by any third party, including the athlete's school or athletic association — arising from the athlete's participation on the Platform during any period of actual or alleged NIL ineligibility. The athlete's indemnification obligations under Section 16 apply fully to any claims arising from eligibility misrepresentations.

Geographic Eligibility

The Platform is available to users located in the United States and Canada, including international students enrolled at eligible US or Canadian institutions. NIL Unlimited makes no representation that the Platform is appropriate or available for use in any other jurisdiction.

Brand Partner Eligibility

Brand Partner accounts may only be created by authorized representatives of legitimate businesses. By registering as a Brand Partner, you represent that you have the authority to bind the business entity you represent to these Terms.

Profile Approval

Athlete profiles must be approved by NIL Unlimited before going live on the Platform. NIL Unlimited reviews submitted information for content appropriateness, NIL eligibility, and completeness. Approval is granted at NIL Unlimited's sole discretion and may be revoked at any time. Submission of a profile does not guarantee approval.

NIL Eligibility Self-Certification

During registration, athletes must complete a NIL eligibility self-certification acknowledging that they are eligible to participate in NIL activity under the rules applicable to their school, sport, and state or province. This self-certification is a material representation on which NIL Unlimited relies in approving your profile. Providing false information in connection with your self-certification is a material breach of these Terms and grounds for immediate termination.

Ineligible Athletes

If an athlete is determined to be in a state, province, or institution that does not currently permit NIL activity, their profile application will not be approved. NIL Unlimited will retain the application data and notify the athlete when and if they become eligible, unless the athlete requests deletion of their data.

Changes in Eligibility

Athletes must notify NIL Unlimited promptly if they lose NIL eligibility for any reason, including a change in school, level of competition, transfer, or change in state or institutional rules. Participation in campaigns after losing NIL eligibility is a material breach of these Terms. NIL Unlimited is not responsible for any consequences arising from an athlete's failure to report a change in eligibility.

Social Media Connections

By connecting a social media account to the Platform via OAuth, you grant NIL Unlimited an ongoing permission to read your public account data, including follower count, engagement metrics, and audience demographics, for as long as the connection remains active. You may revoke this connection at any time through your social media account settings or through the Platform. NIL Unlimited does not post content to your social media accounts without your explicit action.

FTC Disclosure Obligations

Because athletes receive compensation — including commissions, free products, and other earnings — in connection with their participation in brand campaigns on the Platform, athletes are required by the Federal Trade Commission's Endorsement Guides and, where applicable, equivalent Canadian advertising standards to clearly and conspicuously disclose their material connection to the brand in all content they publish in connection with a campaign. Required disclosures include but are not limited to the use of "#ad," "#sponsored," or equivalent plain-language disclosures that are clearly visible to viewers before they engage with the content. Athletes are solely responsible for ensuring that all of their campaign-related content complies with applicable FTC guidelines and advertising standards. NIL Unlimited is not responsible for any regulatory, civil, or other consequences arising from an athlete's failure to make required disclosures.

Tax Obligations

Athletes are responsible for all taxes arising from their Earnings on the Platform. Athletes located in the United States who earn $600 or more in a calendar year will receive a Form 1099-NEC from NIL Unlimited and are required to complete a Form W-9. Athletes located in Canada are required to provide applicable tax identification information. Athletes are solely responsible for reporting and paying all applicable taxes on their Earnings. NIL Unlimited does not provide tax advice.

Stripe Connect

Athletes must connect a valid Stripe account to receive Earnings. By connecting a Stripe account, you agree to Stripe's Connected Account Agreement and Stripe's Services Agreement. NIL Unlimited is not responsible for any failure, delay, or error in the Stripe payout process that is attributable to Stripe, your financial institution, or information you have provided.

Account Eligibility

Brand Partner accounts may only be used by authorized representatives of legitimate businesses. You represent that all products and campaigns you list on the Platform are lawful, that you hold all necessary rights and licenses related to your products and any content you submit, and that your participation on the Platform does not violate any applicable law or third-party agreement.

Prohibited Products

Brand Partners may not list or promote any of the following categories of products or services on the Platform under any circumstances: alcohol, tobacco, vaping products, or any nicotine delivery products; adult or sexually explicit products or content; firearms, ammunition, or products marketed primarily as weapons; gambling, sports betting, daily fantasy sports with real-money wagering, or any other product or service that constitutes gambling under applicable law; any product or service that is illegal in the jurisdiction where it is sold or where the user is located; any product that makes false or misleading health, safety, or efficacy claims; and any other category that NIL Unlimited designates as prohibited in its sole discretion. Listing a prohibited product or service is grounds for immediate account suspension and termination.

Subscription and Transaction Fees

Brand Partners are billed a recurring subscription fee for access to the Platform, plus a per-transaction fee on each sale generated through the Platform. Fee amounts and billing schedules are set forth in the Brand Partner order form or pricing page and are incorporated into these Terms by reference. All fees are processed through Stripe and are non-refundable unless otherwise expressly stated. If a payment fails, NIL Unlimited will make reasonable attempts to collect the outstanding amount. If payment is not received within seven days of the due date, NIL Unlimited may suspend your account. If payment is not received within thirty days, NIL Unlimited may terminate your account and remove all associated product listings and campaigns.

Commission Rates

Brand Partners set the commission rate for each campaign at the time of campaign creation. Commission rates cannot be reduced after a campaign is live and athletes have applied or been accepted. NIL Unlimited is not responsible for Brand Partners' commission rate decisions, but reserves the right to establish minimum commission standards.

Fulfillment Obligations

Brand Partners are solely responsible for the physical fulfillment, shipping, and handling of all orders placed through the Platform. NIL Unlimited is the Merchant of Record but does not handle, warehouse, or ship any physical products. Brand Partners must fulfill orders promptly and in accordance with the shipping estimates disclosed at the time of purchase. Failure to fulfill orders in a timely manner may result in account suspension or termination. Brand Partners are responsible for maintaining adequate inventory to fulfill campaign demand and for notifying NIL Unlimited promptly of any fulfillment disruptions.

Return and Refund Policies

Brand Partners must establish and honor a return and refund policy for all products listed on the Platform. Brand Partner return windows may not exceed 14 days from the date of customer receipt, which is the maximum permitted by NIL Unlimited's platform policy. The return policy applicable to each product must be accurately disclosed to customers at the point of purchase. Brand Partners are responsible for processing all returns and issuing all refunds in accordance with their stated policy and in a timely manner. Where NIL Unlimited has issued a refund to a customer on behalf of a Brand Partner, NIL Unlimited reserves the right to deduct the corresponding amount from the Brand Partner's account balance or to seek reimbursement directly.

Campaign Content and Athlete Content Review

Brand Partners who require pre-approval of athlete-created content as part of their campaign terms must specify that requirement clearly in the campaign brief. Brand Partners may not require athletes to make false, misleading, or unsubstantiated claims about their products. Brand Partners may not require athletes to omit legally required disclosures, including FTC-required sponsorship disclosures.

Chargeback Cooperation

In the event of a customer chargeback or payment dispute, Brand Partners agree to cooperate fully with NIL Unlimited and Stripe in responding to and resolving the dispute, including by providing order records, shipping documentation, and any other information requested within the timeframe specified by the applicable payment network rules. Excessive chargebacks are grounds for account suspension or termination.

Purchases

By placing an order on the NIL Unlimited webshop or an athlete storefront, you agree to pay the listed purchase price plus any applicable taxes and shipping fees. NIL Unlimited is the Merchant of Record for all transactions. Payment is processed by Stripe at the time of purchase. By completing a purchase, you agree to Stripe's terms of service as they apply to payment processing.

Accuracy of Information

You are responsible for ensuring the accuracy of all shipping and billing information you provide at checkout. NIL Unlimited is not responsible for orders that are lost, delayed, or undeliverable due to inaccurate information provided by you.

Physical Fulfillment

While NIL Unlimited is the Merchant of Record, physical fulfillment, shipping, and handling of returns for your order is the responsibility of the applicable Brand Partner. Estimated shipping times are provided by the Brand Partner and are not guaranteed by NIL Unlimited. NIL Unlimited manages the communication of the fulfillment and returns process between you, the Brand Partner, and, where applicable, the athlete associated with the storefront where you purchased.

Returns and Refunds

Returns and refunds are governed by the applicable Brand Partner's return policy, which is disclosed at the point of purchase and must not exceed 14 days from the date of customer receipt. To initiate a return, contact NIL Unlimited customer support at support@nilunlimited.co. NIL Unlimited will coordinate with the Brand Partner on your behalf. Where a Brand Partner fails to honor its stated return policy, NIL Unlimited will use commercially reasonable efforts to resolve the matter but cannot guarantee a particular outcome in every case.

Guest Checkout

Customers who check out as guests provide only the information necessary to process and fulfill their order. Guest checkout data is not linked to a registered account unless you subsequently create one.

Product Reviews

Customers may submit product reviews and ratings for products they have purchased on the webshop. By submitting a review, you grant NIL Unlimited a non-exclusive, royalty-free, perpetual license to display that review on the Platform. Reviews must be accurate and based on your genuine experience. NIL Unlimited reserves the right to remove reviews that violate these Terms or our content standards.

Campaign Participation

Athletes may apply to participate in campaigns created by Brand Partners. Acceptance into a campaign is at the Brand Partner's discretion unless otherwise specified. NIL Unlimited does not guarantee that any athlete will be accepted into any campaign.

AI-Assisted Matching

NIL Unlimited uses AI-assisted tools, specifically Claude, an AI service provided by Anthropic, PBC, to tag athlete profiles and recommend campaign matches. This process is designed to surface relevant opportunities but does not constitute a guarantee of campaign access, earnings, or any particular outcome. Human review is part of the overall campaign management process.

Campaign Terms

Each campaign may include specific requirements established by the Brand Partner, such as content deadlines, posting requirements, product usage, and reporting obligations. Athletes who accept a campaign offer are responsible for meeting all campaign requirements. Failure to meet campaign requirements may result in forfeiture of associated Earnings.

Affiliate Links

Affiliate links generated through the Platform are unique to each athlete and campaign. Athletes may not share, sell, or transfer affiliate links, manipulate click or conversion data, or engage in any fraudulent activity in connection with their affiliate links. NIL Unlimited reserves the right to withhold or reverse Earnings associated with suspected fraudulent activity.

FTC Compliance

All campaign-related content published by athletes must comply with applicable FTC Endorsement Guides and equivalent Canadian advertising standards as described in Section 5. Brand Partners may not require athletes to violate these standards as a condition of campaign participation.

Your Content

You retain ownership of original Content you create and submit to the Platform, subject to the licenses granted to NIL Unlimited below and the specific content rights applicable to campaign-related Content described in this Section.

License to NIL Unlimited

By submitting any Content to the Platform — including profile photos, bios, storefront materials, product reviews, and campaign submissions — you grant NIL Unlimited a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable license to use, reproduce, display, distribute, and promote that Content on the Platform, in our webshop, and in our marketing materials for so long as the Content remains on the Platform or is relevant to your account history. This license survives termination of your account with respect to Content that was published prior to termination.

Campaign Content Rights — Default License Model

Athletes retain copyright in all Content they create, including Content created in connection with brand campaigns. By default, when an athlete creates Content for a brand campaign, the athlete grants the Brand Partner a non-exclusive, limited license to use that Content for the duration and across the channels specified in the campaign agreement, and in no event longer than 12 months from the date of content creation or the end of the campaign, whichever is earlier, unless an Extended Rights package has been purchased as described below. The athlete retains all ownership rights and may continue to use the Content to promote the brand and campaign in accordance with the campaign terms. NIL Unlimited retains an irrevocable, perpetual, royalty-free, sublicensable, worldwide license to use, reproduce, display, distribute, adapt, and promote campaign Content for any purpose related to operating or promoting NIL Unlimited and the Platform, including but not limited to use on the Platform and webshop, in advertising and paid media, in social media content, in email and push communications, in press and media materials, in investor and partnership materials, in case studies and testimonials, and in any other promotional or operational context, without further compensation to the athlete. This license survives termination of any campaign, account, or these Terms.

Extended Content Rights

Brand Partners may purchase extended content rights at the time of campaign creation, which may include one or more of the following: an extended license term beyond 12 months; the right to use the Content in paid advertising placements (including social media ads, display ads, and programmatic advertising); the right to syndicate or sub-license the Content to affiliated entities; or, where expressly agreed in writing and subject to separate compensation terms, full copyright assignment from the athlete. Extended rights must be explicitly agreed to by the athlete and reflected in the campaign agreement. Athletes are not obligated to agree to extended rights. NIL Unlimited will make available standard extended rights templates for Brand Partners and athletes to use, but is not a party to the specific content rights agreement between them and bears no responsibility for disputes arising from those terms.

Athlete Likeness Protection

Nothing in any campaign agreement or content license grants a Brand Partner the right to use an athlete's name, image, or likeness outside the scope of the specific campaign and license granted, or after the expiration of the applicable license term. Any use of an athlete's likeness beyond the licensed scope requires a new agreement and, where applicable, new compensation. Brand Partners are solely responsible for ensuring their use of athlete Content complies with the athlete's rights of publicity and all applicable laws. By participating in a campaign, both parties agree to these content terms.

NIL Unlimited Intellectual Property

All trademarks, logos, service marks, platform design, software, and other intellectual property owned by NIL Unlimited are the exclusive property of NIL Unlimited LLC. Nothing in these Terms grants you any right to use NIL Unlimited's intellectual property without express written permission.

Athlete Rights of Publicity

Nothing in these Terms transfers or limits an athlete's rights of publicity in their own name, image, or likeness beyond what is expressly set forth in these Terms and any applicable campaign agreement. NIL Unlimited's license to use athlete Content is limited to the purposes described above and does not constitute an endorsement relationship or transfer of publicity rights.

DMCA and Copyright Complaints

NIL Unlimited respects intellectual property rights and will respond to notices of claimed infringement that comply with the Digital Millennium Copyright Act. To submit a copyright complaint, contact us at privacy@nilunlimited.co with the subject line "DMCA Notice." Repeat infringers may have their accounts terminated.

Merchant of Record

NIL Unlimited is the Merchant of Record for all transactions on the webshop. All customer payments are collected by NIL Unlimited through Stripe.

Earning Commissions

Athletes earn commissions at the rates set by Brand Partners for each campaign. Commission rates are disclosed in the campaign offer and confirmed at the time of acceptance. NIL Unlimited collects a platform transaction fee on each sale as described in the applicable fee schedule, and the remainder is credited to the athlete's Earnings balance.

Confirmed Earnings and Payout Timing

Earnings are held in a pending state until the applicable Brand Partner's return window has fully closed for the associated order. The maximum return window is 14 days from the date of customer receipt. Once the return window closes without a return or chargeback, Earnings associated with that order become Confirmed Earnings and are eligible for payout. Confirmed Earnings are processed through Stripe on a rolling basis. The timing of funds availability in your bank account is governed by Stripe's payout schedule and your financial institution's processing times. NIL Unlimited is not responsible for delays caused by Stripe, your bank, or incorrect account information.

Returns, Refunds, and Clawbacks

Return Window Lock

Once a Brand Partner's return window has fully closed for a specific order without a customer-initiated return or platform-initiated refund, that order is no longer eligible for a return or refund through NIL Unlimited's platform process, and the Confirmed Earnings associated with that order are locked against return-based clawback. An athlete whose Earnings have been confirmed following the expiration of the applicable return window will not have those Earnings reversed on the basis of a customer return request received after that window has closed.

Chargebacks

Chargebacks are legally and operationally distinct from platform returns and are governed entirely by the rules of the applicable card network (Visa, Mastercard, American Express, Discover) and Stripe, not by NIL Unlimited's return policy. A chargeback is a payment reversal initiated by a customer directly with their bank or card issuer and may be filed under standard card network rules up to 120 days from the original transaction date, regardless of whether the platform return window has closed. In cases of alleged fraud or identity theft, card network rules may permit chargebacks beyond 120 days. NIL Unlimited has no ability to prevent, block, or override a chargeback filed under card network rules. If a chargeback is filed against an order and the chargeback is upheld by the card network or Stripe, NIL Unlimited reserves the right to recover the full amount of the reversed transaction, plus any associated card network fees or penalties assessed against NIL Unlimited in connection with the chargeback, from the athlete associated with the order. NIL Unlimited will first apply the recovery amount as an offset against any pending or future Confirmed Earnings owed to the athlete. If no sufficient Earnings are available within 60 days of NIL Unlimited's written notice to the athlete, NIL Unlimited may seek direct reimbursement from the athlete by any lawful means, including referring the matter for collections. NIL Unlimited will provide the athlete with written notice of any chargeback-based recovery within a reasonable time following notification from Stripe or the applicable card network. Athletes who believe a chargeback recovery is in error must notify NIL Unlimited in writing at privacy@nilunlimited.co within 14 days of receiving notice, including the basis for their dispute. Failure to dispute within 14 days constitutes acceptance of the recovery. NIL Unlimited's determination following review of a timely dispute is final.

Fraud, Breach, and Eligibility Clawbacks

Separately and in addition to the return and chargeback provisions above, NIL Unlimited reserves the right to withhold, reverse, or recover any Earnings — whether pending, confirmed, or already paid out — at any time and without a time limitation, in connection with any of the following: confirmed or reasonably suspected fraudulent activity, including affiliate link manipulation, fake referrals, artificial inflation of click or conversion data, or any other form of platform abuse; NIL eligibility misrepresentation, whether discovered before or after payout; violation of campaign terms or these Terms; conduct that results in a claim, investigation, or regulatory action against NIL Unlimited; or any other material breach of these Terms by the athlete. In such cases, NIL Unlimited may apply recovery as an offset against Earnings from any campaign, not limited to the campaign associated with the breach, and may seek direct recovery of previously paid Earnings. NIL Unlimited will provide notice of any such recovery and the basis for it, and the athlete may dispute it within 14 days as described above.

Survival and Set-Off Waiver

NIL Unlimited's right to clawback, offset, and recover Earnings under this section survives the termination or expiration of any campaign agreement and the closure or termination of the athlete's account. Athletes expressly waive any right to assert set-off, counterclaim, or deduction against any recovery NIL Unlimited pursues under this section, except through the formal dispute process described above.

Minimum Payout Threshold

NIL Unlimited may establish a minimum payout threshold below which Earnings will accumulate until the threshold is met. Any applicable minimum will be disclosed in the Platform.

Subscription and Transaction Fees for Brand Partners

Brand Partners are billed subscription fees on a recurring basis as specified in their Brand Partner agreement. Per-transaction fees are calculated on each completed, non-returned sale and deducted from the applicable transaction proceeds before distribution. All fees are non-refundable unless expressly stated.

No Guarantee of Earnings

NIL Unlimited does not guarantee that any athlete will earn any particular amount, receive any campaign offers, or achieve any level of sales. Earnings depend entirely on athlete participation, campaign availability, consumer demand, and other factors outside NIL Unlimited's control.

Termination by You

You may close your account at any time through the Platform settings or by contacting us at privacy@nilunlimited.co. Upon closing your account, your profile will be taken down, pending campaign participations will be wound down in accordance with any active campaign agreements, and your data will be handled in accordance with our Privacy Policy and data retention obligations.

Termination by NIL Unlimited

NIL Unlimited may suspend or terminate your account at any time, with or without cause, with or without notice, including for violation of these Terms, fraudulent activity, conduct harmful to the Platform or other users, or at the direction of law enforcement or regulatory authorities.

Effect of Termination on Earnings

If an athlete account is terminated by NIL Unlimited for cause — including fraud, misrepresentation of NIL eligibility, or violation of campaign terms — NIL Unlimited reserves the right to withhold pending Earnings and, where applicable, to seek recovery of previously paid Earnings. If an athlete account is terminated by the athlete or by NIL Unlimited for reasons other than cause, Confirmed Earnings that have cleared the return window will be paid out in the ordinary course of the next payout cycle. Pending Earnings that have not yet cleared the return window will be processed as returns or cancellations are resolved, subject to NIL Unlimited's reasonable administrative timeline.

Effect of Termination on Brand Partner Listings

Upon termination of a Brand Partner account, all active product listings and campaigns will be removed from the Platform. Existing customer orders that are in-transit or pending fulfillment must still be fulfilled by the Brand Partner in accordance with these Terms. Failure to fulfill outstanding orders after termination is a breach of these Terms and may result in chargebacks, refunds, and claims against the Brand Partner.

Survival

The following sections survive termination of your account: Section 2 (Definitions), Section 10 (Content, Intellectual Property, and Content Rights), Section 11 (Payments, Earnings, and Payouts — with respect to outstanding obligations), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 20 (Dispute Resolution), and Section 21 (Governing Law).

Referral Program

NIL Unlimited offers a referral program through which athletes who refer other athletes to the Platform may earn referral bonuses as specified in the applicable program terms. Referral bonuses are subject to the same Confirmed Earnings and payout timing rules described in Section 11. NIL Unlimited reserves the right to modify or discontinue the referral program at any time with reasonable notice. Abuse of the referral program, including self-referrals, fake accounts, or manipulation of referral tracking, is a material breach of these Terms and grounds for account termination and forfeiture of all referral bonuses.

Leaderboard

NIL Unlimited may operate a performance leaderboard on which athlete rankings are displayed based on sales, engagement, or other metrics. Rankings are calculated based on data available to NIL Unlimited and are subject to change. NIL Unlimited does not guarantee the accuracy of leaderboard rankings and reserves the right to adjust, correct, or remove rankings at any time. Rewards associated with leaderboard performance are subject to the program terms in effect at the time the reward is earned.

General

The indemnification obligations in this Section 16 are not subject to or limited by the limitation of liability set forth in Section 15. They survive the termination or expiration of these Terms, any campaign agreement, and any account closure. NIL Unlimited may seek indemnification for costs and expenses as they are incurred and does not need to await a final judgment or resolution of any claim before seeking reimbursement from the indemnifying party.

Control of Defense

NIL Unlimited reserves the right, at its sole election, to assume exclusive control of the defense and settlement of any claim for which it is entitled to indemnification under this Section. In such cases, the indemnifying party agrees to cooperate fully with NIL Unlimited's defense, including by providing all reasonably requested documents, testimony, access to personnel, and other assistance. The indemnifying party shall bear the cost of NIL Unlimited's chosen counsel, whether outside counsel or the allocated cost of NIL Unlimited's in-house legal team, and all related litigation costs, expert fees, and expenses. No claim subject to indemnification under this Section may be settled by the indemnifying party without NIL Unlimited's prior written consent, which NIL Unlimited may withhold in its sole discretion. Any settlement entered into without such consent shall not relieve the indemnifying party of its indemnification obligations.

Athletes

You agree to defend, indemnify, and hold harmless NIL Unlimited LLC and its officers, directors, members, employees, agents, successors, and assigns (collectively, "NIL Unlimited Parties") from and against any and all claims, demands, actions, proceedings, judgments, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or related to any of the following:

(a) any misrepresentation of your NIL eligibility, including any false, inaccurate, or misleading statement made in your self-certification or in any communication with NIL Unlimited, whether or not the misrepresentation was intentional;

(b) your participation in any NIL campaign, affiliate program, or storefront during any period in which you were not eligible to engage in NIL activity under applicable rules, regardless of whether NIL Unlimited had approved your profile;

(c) your failure to comply with FTC Endorsement Guides, applicable Canadian advertising standards, or any other federal, state, or provincial advertising disclosure requirement in connection with any campaign-related content you publish;

(d) any Content you create, submit, or publish in connection with your use of the Platform, including claims of defamation, invasion of privacy, misappropriation of likeness, copyright infringement, trademark infringement, or false advertising;

(e) your violation of any third party's rights, including rights of publicity, intellectual property rights, privacy rights, or contractual rights;

(f) any claim by your school, athletic association, conference, or governing body arising from your participation on the Platform;

(g) your breach of any representation, warranty, or obligation under these Terms or any campaign agreement; and

(h) any claim, investigation, or enforcement action by any regulatory body — including the FTC, NCAA, NAIA, NJCAA, or any state or provincial regulatory authority — arising from your conduct on or in connection with the Platform.

Brand Partners

You agree to defend, indemnify, and hold harmless the NIL Unlimited Parties from and against any and all claims, demands, actions, proceedings, judgments, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or related to any of the following:

(a) any product or service you list, promote, or sell through the Platform, including claims of product liability, personal injury, property damage, false advertising, deceptive trade practices, breach of warranty, or failure to warn, whether asserted by a customer, athlete, regulatory body, or any other third party;

(b) your failure to fulfill customer orders, honor your stated return and refund policy, or otherwise meet your fulfillment obligations under these Terms;

(c) any chargeback, payment dispute, or card network penalty assessed against NIL Unlimited arising from a transaction involving your products or campaigns;

(d) any Content you submit to the Platform, including claims of defamation, copyright infringement, trademark infringement, false advertising, or violation of third-party rights;

(e) any campaign you create, including claims arising from campaign requirements that violate applicable law, require athletes to make false or misleading statements, or fail to comply with FTC disclosure requirements;

(f) your violation of any applicable federal, state, provincial, or local law or regulation in connection with your products, services, or use of the Platform;

(g) any claim arising from the use of an athlete's name, image, or likeness beyond the scope of the content license granted under these Terms or the applicable campaign agreement; and

(h) your breach of any representation, warranty, or obligation under these Terms.

Because NIL Unlimited acts as the Merchant of Record for all transactions on the Platform, Brand Partners expressly acknowledge that NIL Unlimited may face direct claims from customers, card networks, regulatory bodies, and other third parties arising from Brand Partner conduct, products, and fulfillment failures. Brand Partners' indemnification obligations in this Section are intended to fully protect NIL Unlimited from all such exposure, and shall be construed broadly to achieve that purpose.

Customers

You agree to defend, indemnify, and hold harmless the NIL Unlimited Parties from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: your breach of these Terms; your violation of any applicable law in connection with your use of the Platform; or any Content you submit to the Platform, including product reviews.

Informal Resolution

Before initiating any formal dispute process, you agree to contact NIL Unlimited at privacy@nilunlimited.co and provide a written description of your dispute, the relief you seek, and your contact information. NIL Unlimited will attempt to resolve the dispute informally within 30 days. If the dispute is not resolved informally within that period, either party may proceed to arbitration as described below.

Binding Arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your relationship with NIL Unlimited — including disputes about the formation, validity, enforceability, or scope of these Terms — shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms. The arbitration shall be conducted in Nashville, Tennessee, unless the parties agree otherwise or applicable rules permit a different location. The arbitrator shall have authority to award any remedy that would be available in court, subject to the limitations set forth in Section 15. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

YOU AND NIL UNLIMITED EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND NIL UNLIMITED EACH WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Exceptions

Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute. Claims that are within the jurisdiction of a small claims court may be brought in small claims court in lieu of arbitration.

Opt-Out

You may opt out of the arbitration agreement by sending written notice to NIL Unlimited at privacy@nilunlimited.co with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. If you opt out, all disputes shall be governed by Section 21 and resolved in the courts specified therein.

Entire Agreement

These Terms, together with the Privacy Policy, the California Financial Incentive Notice, and any applicable campaign agreements or Brand Partner order forms, constitute the entire agreement between you and NIL Unlimited with respect to the Platform and supersede all prior agreements, representations, and understandings of any kind.

Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the remaining provisions.

Waiver

NIL Unlimited's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.

Assignment

You may not assign or transfer your rights or obligations under these Terms without NIL Unlimited's prior written consent. NIL Unlimited may freely assign its rights and obligations under these Terms, including in connection with a merger, acquisition, or sale of assets.

No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and NIL Unlimited. Athletes and Brand Partners are independent parties, not employees or agents of NIL Unlimited.

Notices

Legal notices to NIL Unlimited must be sent to NIL Unlimited LLC, Attn: Legal, 2237 Blair Blvd, Nashville, Tennessee 37212, with a copy to privacy@nilunlimited.co. Notices to you will be sent to the email address associated with your account.

Headings

Section headings in these Terms are for convenience only and have no legal or contractual effect.