Terms of Service

NILytical is an information and benchmarking platform designed to help verified student-athletes better understand the name, image, and likeness (“NIL”) market.

The Services may allow eligible users to:

• Create and maintain an athlete account;
• Verify their status as a student-athlete;
• Submit information regarding NIL offers, opportunities, agreements, or compensation;
• Compare their submitted information with anonymized and aggregated data from other verified athletes;
• View estimated ranges, percentiles, market comparisons, confidence scores, charts, and other analytics;
• Access educational information concerning NIL opportunities and negotiations.

NILytical is not an athlete agent, attorney, financial adviser, tax adviser, investment adviser, school, university, athletic conference, NIL collective, brand, marketplace, or recruiting service.

NILytical does not negotiate, approve, endorse, broker, or enter into NIL agreements on behalf of users.

2.1 Minimum age

You must be at least 13 years old to use the Services.

If you are under 18 years old or have not reached the age of legal majority where you live, you may use the Services only with the knowledge and permission of your parent or legal guardian.

By allowing a minor to use the Services, the parent or legal guardian:

• Consents to the minor’s use of the Services;
• Agrees to these Terms on the minor’s behalf;
• Accepts responsibility for the minor’s activity on the Services; and
• Represents that they have authority to provide this consent.

The Services are not directed to children under 13. Children under 13 may not create an account, submit information, or use the Services.

2.2 Student-athlete requirement

Access to nonpublic NIL market data may be restricted to current student-athletes whose identities or athletic statuses have been verified.

You may not access restricted athlete data if you are acting primarily as:

• A coach or athletic-department employee;
• A school, university, or athletic conference representative;
• An NIL collective;
• A brand or advertiser;
• An athlete agent or recruiter;
• A reporter or researcher;
• A data broker;
• A competitor of NILytical; or
• Any person attempting to identify, investigate, recruit, target, or commercially exploit individual athletes.

NILytical may approve limited access for other users through a separate written agreement.

2.3 Legal eligibility

You may not use the Services if:

• Applicable law prohibits you from doing so;
• We have previously suspended or terminated your account;
• You are using the Services for fraud, surveillance, recruiting, commercial intelligence, or another unauthorized purpose; or
• Your use would violate an agreement, confidentiality obligation, school policy, athletic rule, or legal duty that applies to you.

Certain features require an account.

When creating or maintaining an account, you agree to:

• Provide complete, current, and accurate information;
• Create only one account for yourself unless we authorize otherwise;
• Keep your login credentials confidential;
• Promptly update inaccurate or outdated information;
• Notify us promptly of suspected unauthorized access; and
• Accept responsibility for activity conducted through your account.

You may not create an account for another person, transfer your account, share your login credentials, or allow an unauthorized person to access restricted data through your account.

We may require you to verify your email address, identity, age, athletic status, school affiliation, roster status, recruiting classification, or other account information.

We are not responsible for losses resulting from your failure to secure your account.

To protect the integrity of NILytical’s data, we may require documentation or other evidence showing that you are a current student-athlete.

Verification information may include:

• A student identification card;
• A roster screenshot or link;
• A school-issued email address;
• Recruiting-profile information;
• Team, sport, position, graduation year, or school information;
• A photograph or other identity-confirmation material; or
• Other reasonably necessary documentation.

You represent that verification materials you provide are authentic, current, and yours to submit.

You may not:

• Submit altered, fabricated, stolen, or misleading verification material;
• Impersonate another athlete;
• Misrepresent your school, sport, position, recruiting rating, performance, or eligibility;
• Use another person’s identification;
• Create multiple accounts to manipulate the data; or
• Help an unauthorized person obtain access.

Verification does not constitute an endorsement by NILytical. We cannot guarantee that every user or submission is authentic, accurate, or current.

We may approve, reject, revoke, repeat, or request additional verification at any time.

5.1 Definition

“User Content” means information or materials you submit, upload, enter, transmit, or otherwise provide through the Services.

User Content may include:

• NIL offer amounts;
• Guaranteed and contingent compensation;
• Contract duration;
• Payment timing;
• Bonuses and incentives;
• Deliverables;
• Exclusivity requirements;
• School, collective, brand, agency, or sponsor information;
• Sport, position, recruiting rating, performance, and audience information;
• Social-media statistics;
• Written descriptions;
• Screenshots, agreements, or supporting documents;
• Feedback and communications; and
• Verification materials.

5.2 Your responsibility

You are responsible for your User Content and the consequences of submitting it.

You represent and warrant that:

• Your User Content is accurate to the best of your knowledge;
• You own the User Content or have the necessary rights to provide it;
• Your submission does not violate any law, contract, court order, confidentiality duty, intellectual-property right, privacy right, or other third-party right;
• You have removed information you are not authorized to disclose; and
• Your User Content is not fraudulent, deceptive, defamatory, threatening, or unlawfully discriminatory.

Do not upload an entire NIL contract or other confidential document unless NILytical specifically requests it and you are legally authorized to provide it.

Before submitting a document, you should remove unnecessary personal information, including Social Security numbers, tax-identification numbers, bank-account information, signatures, home addresses, phone numbers, and information concerning other individuals.

5.3 Ownership

You retain ownership of the original User Content you submit.

These Terms do not transfer ownership of your original documents or personal information to NILytical.

5.4 License to operate and improve NILytical

By submitting User Content, you grant NILytical a worldwide, nonexclusive, royalty-free license to host, store, reproduce, process, analyze, validate, format, adapt, and use that User Content as reasonably necessary to:

• Operate and secure the Services;
• Verify users and submissions;
• Detect fraudulent or duplicate data;
• Respond to support requests;
• Produce personalized comparisons;
• Create aggregated or deidentified market statistics;
• Develop, test, and improve NIL valuation and benchmarking methods;
• Conduct internal research;
• Enforce these Terms; and
• Comply with applicable law.

This license lasts for as long as necessary to provide the Services and fulfill the purposes described in these Terms and the Privacy Policy.

5.5 Aggregated and deidentified information

To the extent permitted by law, NILytical may create aggregated, statistical, or deidentified information from User Content.

Aggregated or deidentified information may be used to:

• Calculate NIL compensation ranges;
• Produce percentiles and market trends;
• Compare offers by sport, position, recruiting classification, geography, school type, or other categories;
• Generate confidence scores;
• Improve NILytical’s analytical models;
• Prepare research, reports, presentations, or educational materials; and
• Develop or improve products and services.

NILytical will not intentionally publish an individual athlete’s name alongside that athlete’s submitted NIL offer.

NILytical will take reasonable measures designed to prevent deidentified information from being associated with a particular individual and will not attempt to reidentify information that has been properly deidentified, except as allowed by law for security, fraud prevention, or testing deidentification methods.

Aggregated or properly deidentified information may be retained after an account is deleted because it no longer identifies an individual user.

5.6 No compensation for submissions

Unless we separately agree in writing, NILytical is not required to pay you for User Content, market data, feedback, ideas, or aggregated insights resulting from your submissions.

NILytical is designed to display NIL market information in an anonymized and aggregated form.

We do not intend to publicly associate your name with your individual offer information without your permission. However, NILytical cannot guarantee absolute anonymity.

A person may be able to infer an athlete’s identity when:

• A comparison group contains very few athletes;
• The athlete has a unique sport, position, school, location, recruiting rating, or offer;
• The athlete has publicly discussed the offer elsewhere;
• The submitted information contains identifying details;
• Disclosure is required by law; or
• Unauthorized access occurs despite reasonable safeguards.

To reduce this risk, NILytical may:

• Establish minimum sample sizes;
• Suppress or combine narrow categories;
• Round or generalize certain figures;
• Delay the publication of data;
• Remove identifying details;
• Limit the number of filters available;
• Restrict access to verified users; or
• Decline to display certain information.

You must not attempt to identify another athlete from anonymized information.

You must not publish, share, screenshot, scrape, or distribute restricted NILytical market data for the purpose of identifying, targeting, recruiting, evaluating, or disadvantaging another athlete.

NILytical may provide:

• Estimated compensation ranges;
• Percentile rankings;
• Comparisons with other athletes;
• Suggested market values;
• Confidence indicators;
• Trends;
• Charts;
• Statistics; and
• Other analytical outputs.

These outputs are estimates based on available data, submitted information, assumptions, classification methods, and sample sizes. They may be incomplete, delayed, inaccurate, biased, or unrepresentative.

An NILytical estimate does not establish:

• The legal or actual value of an athlete’s NIL rights;
• The amount an athlete will receive;
• Whether an offer is fair;
• Whether an offer is genuine;
• Whether a contract is lawful or enforceable;
• Whether accepting or rejecting an offer is advisable;
• Whether an athlete is eligible under school, conference, association, state, or federal rules; or
• Whether tax, immigration, employment, financial-aid, or other consequences will result.

Past offers do not guarantee future offers.

You are responsible for independently reviewing every opportunity and obtaining advice from qualified professionals where appropriate.

NILytical provides informational and educational tools only.

Nothing on the Services constitutes:

• Legal advice;
• Contract review;
• Tax advice;
• Financial or investment advice;
• Recruiting advice;
• Eligibility or compliance advice;
• Representation by an athlete agent;
• A recommendation to accept, reject, or negotiate an offer; or
• A guarantee of compensation or athletic opportunity.

No attorney-client, fiduciary, advisory, agency, employment, partnership, or other professional relationship is created through your use of the Services.

Before signing an NIL agreement or making a significant decision, you should consult appropriate professionals, which may include a parent or guardian, licensed attorney, tax professional, registered athlete agent, school compliance representative, or financial adviser.

You may use the Services only for lawful, personal, and authorized purposes.

You agree not to:

1. Submit false, fabricated, misleading, manipulated, or duplicate information;
2. Impersonate another person or misrepresent your identity, age, school, team, sport, position, recruiting status, or affiliation;
3. Access the Services through another person’s account;
4. Allow a coach, collective, brand, agent, recruiter, school representative, reporter, data broker, or unauthorized third party to use your account;
5. Attempt to identify an athlete from anonymized or aggregated information;
6. Use NILytical data to recruit, contact, pressure, retaliate against, rank, discriminate against, or commercially target an athlete;
7. Copy, screenshot, download, publish, sell, sublicense, or redistribute restricted market data except as expressly allowed;
8. Scrape, crawl, mine, harvest, or automatically collect data from the Services;
9. Use bots, scripts, browser automation, artificial intelligence agents, or similar tools to access or extract information without written permission;
10. Reverse engineer, decompile, disassemble, or attempt to discover the source code, models, ranking methods, or security controls of the Services;
11. Circumvent account, verification, access, rate-limit, or security restrictions;
12. Test the vulnerability of the Services without written permission;
13. Introduce malware or harmful code;
14. Interfere with the operation of the Services;
15. Use the Services to create or improve a competing product or database;
16. Violate a confidentiality, nondisclosure, or contractual obligation;
17. Submit personal information concerning another minor without lawful authorization;
18. Upload highly sensitive information that NILytical did not request;
19. Harass, threaten, defame, exploit, or invade the privacy of another person;
20. Use the Services in violation of NIL, athletic, educational, privacy, consumer-protection, intellectual-property, or other applicable laws and regulations; or
21. Encourage or assist another person in doing any of the foregoing.

NILytical may review, validate, edit, restrict, exclude, or remove User Content when we reasonably believe it:

• Is inaccurate, incomplete, suspicious, or duplicated;
• Cannot be adequately verified;
• Could identify an athlete;
• Violates these Terms;
• Violates applicable law or another person’s rights;
• Creates security or privacy risks; or
• Could undermine the integrity of NILytical’s data.

We are not required to display every submission or explain every moderation decision.

We may restrict features, suspend accounts, terminate accounts, preserve relevant records, or report conduct to appropriate authorities when reasonably necessary.

NILytical and its licensors own all rights, title, and interest in the Services, including:

• Software;
• Site design;
• Branding;
• Logos;
• Text and graphics created by NILytical;
• Databases and database organization;
• Analytical methods;
• Rankings and scoring systems;
• Aggregated reports;
• Benchmarking methodologies; and
• Other intellectual property, excluding users’ ownership of their original User Content.

Subject to these Terms, NILytical grants you a limited, personal, revocable, nonexclusive, nontransferable, and nonsublicensable right to use the Services for their intended purpose.

No other rights are granted.

The Services may rely on or link to third-party services, including hosting providers, authentication providers, analytics providers, communications platforms, cloud-storage providers, identity-verification providers, and external websites.

NILytical does not control and is not responsible for third-party services, content, security practices, availability, or privacy practices.

Your use of a third-party service may be governed by separate terms and privacy policies.

A link or integration does not necessarily mean that NILytical endorses the third party.

By creating an account, you agree that NILytical may send you service-related communications, including:

• Verification messages;
• Security alerts;
• Account notices;
• Support responses;
• Updates to these Terms or the Privacy Policy; and
• Information necessary to operate the Services.

Where permitted by law and with any required consent, we may also send product updates, surveys, educational information, or promotional communications.

You may unsubscribe from nonessential marketing emails using the instructions in the message. You cannot opt out of communications necessary to operate your account or comply with law while your account remains active.

You may stop using the Services at any time and may request account deletion as described in the Privacy Policy.

NILytical may suspend, restrict, or terminate your access if:

• You violate these Terms;
• Your account or verification information appears fraudulent;
• Your use creates security, legal, reputational, or privacy risk;
• You attempt to identify athletes or misuse restricted data;
• We are required to do so by law;
• We discontinue the Services; or
• We reasonably determine that suspension or termination is necessary to protect NILytical or its users.

Sections that by their nature should survive termination will remain effective, including provisions concerning intellectual property, aggregated or deidentified data, disclaimers, limitations of liability, indemnification, and dispute resolution.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

NILYTICAL DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.

NILYTICAL DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• DATA WILL BE ACCURATE, COMPLETE, CURRENT, REPRESENTATIVE, OR FREE FROM BIAS;
• AN ATHLETE WILL RECEIVE A PARTICULAR OFFER OR VALUE;
• AN OFFER OR USER IS AUTHENTIC;
• A COMPARISON GROUP IS APPROPRIATE FOR A PARTICULAR ATHLETE;
• ANONYMITY CAN BE ABSOLUTELY GUARANTEED;
• SUBMITTED DATA WILL NOT BE LOST;
• DEFECTS WILL BE CORRECTED; OR
• THE SERVICES WILL SATISFY YOUR EXPECTATIONS.

Some jurisdictions do not allow certain warranty disclaimers, so portions of this section may not apply to you.

16.1 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NILYTICAL AND ITS FOUNDERS, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOST DATA, REPUTATIONAL HARM, PERSONAL INJURY, OR BUSINESS INTERRUPTION.

THIS LIMITATION APPLIES TO CLAIMS ARISING FROM OR RELATING TO:

• YOUR USE OR INABILITY TO USE THE SERVICES;
• RELIANCE ON ESTIMATES, BENCHMARKS, OR USER CONTENT;
• ACCEPTANCE, REJECTION, OR NEGOTIATION OF AN NIL OFFER;
• ANOTHER USER’S CONDUCT;
• UNAUTHORIZED ACCESS;
• LOSS OF ANONYMITY;
• THIRD-PARTY SERVICES; OR
• SUSPENSION OR TERMINATION OF AN ACCOUNT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NILYTICAL’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNT YOU PAID NILYTICAL DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS ($100).

Nothing in these Terms excludes liability that cannot lawfully be excluded.

16.2 Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless NILytical and its founders, owners, officers, employees, contractors, affiliates, licensors, and service providers from claims, liabilities, damages, judgments, losses, and reasonable legal expenses arising from:

• Your User Content;
• Your violation of these Terms;
• Your misuse of the Services;
• Your violation of law or a third party’s rights; or
• Your unauthorized disclosure or use of NILytical data.

This obligation does not apply to the extent a claim results from NILytical’s own unlawful conduct.

17.1 Informal resolution

Before filing a formal claim, you and NILytical agree to attempt to resolve the dispute informally.

You must send a written notice to support@nilytical.com containing:

• Your name;
• Your account email;
• A description of the dispute;
• The relief you are requesting; and
• Relevant supporting information.

The parties will attempt in good faith to resolve the matter for at least 30 days after the notice is received.

17.2 Individual arbitration

Except for disputes that qualify for small-claims court or requests for injunctive relief relating to unauthorized access, intellectual property, or data misuse, disputes arising from these Terms or the Services will be resolved through binding individual arbitration administered by the American Arbitration Association under its applicable consumer rules.

The Federal Arbitration Act governs this arbitration provision.

Arbitration may occur by video, telephone, written submissions, or in person as permitted by the applicable rules.

17.3 No class actions

To the maximum extent permitted by law, disputes must be brought only in an individual capacity and not as a plaintiff or member of a class, collective, consolidated, coordinated, mass, or representative action.

The arbitrator may award relief only to the individual party seeking relief.

17.4 Jury-trial waiver

To the maximum extent permitted by law, you and NILytical waive the right to a trial by jury.

17.5 Arbitration opt-out

You may opt out of the arbitration and class-action-waiver provisions by emailing support@nilytical.com within 30 days after first accepting these Terms.

Your notice must include your full name, account email, and a clear statement that you are opting out of arbitration.

17.6 Governing law and courts

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

For disputes not subject to arbitration, you and NILytical consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, unless applicable law requires otherwise.

We may modify, suspend, or discontinue all or part of the Services.

We may update these Terms from time to time. When changes are material, we will provide notice as required by law, such as by posting the revised Terms, updating the “Last Updated” date, or sending an account notification.

Unless otherwise stated, revised Terms become effective when posted.

Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes, to the extent permitted by law.

These Terms and the Privacy Policy constitute the entire agreement between you and NILytical concerning the Services unless a separate written agreement applies.

If any provision is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

NILytical’s failure to enforce a provision is not a waiver.

You may not assign these Terms without NILytical’s written permission. NILytical may assign these Terms in connection with a merger, financing, reorganization, sale of assets, or transfer of the Services.

Headings are provided for convenience and do not affect interpretation.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship between you and NILytical.

Questions about these Terms may be sent to:

NILytical

Email: support@nilytical.com

Mailing address: [INSERT BUSINESS MAILING ADDRESS]

Legal entity name: [INSERT LEGAL ENTITY NAME]