Terms of Service

This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button to accept this agreement, you represent that you have the full legal authority to enter this agreement on behalf of the party identified in the Registration, and, in that capacity, you acknowledge such party's agreement to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not use or register for the Platform.

This agreement for use of the NIL Duffle web-based application and platform (together with any associated software applications, database structures and queries, interfaces, websites, webpages, tools, and the like), as updated from time to time, (the “Platform”) is between NIL Duffle LLC (“Company,” “we,” “us,” and “our”) and the party who clicks to accept this agreement (“you,” “your”) and as may be later indicated during the Registration.

1. Registration

You create an account with us via initial use of the Platform and/or the account registration process (such processes and the information provided during such processes, as amended from time to time through your use of the Platform and your login to your account in the Platform in accordance with this agreement, the “Registration”). When you create an account, you will have the opportunity to select a Registration type as an athlete (“Athlete”), fan (“Fan”), collective, (“Collective”), or school (“School”). You represent that the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information. The Registration is incorporated herein and made a part of this agreement. Notwithstanding any additional acknowledgement of this agreement (including via clicks or other electronic means), each subsequent use of the Platform is subject to this agreement and does not create a new or separate contract; provided, however, when an amended version of this agreement is presented for acceptance, acceptance of the amended version of this agreement (including via a click or other electronic means) will amend this agreement.

2. Additional Terms

In addition to the terms of this agreement, your Registration for and use of the Platform is subject to our Additional Terms, depending on your Registration type, the terms of which are incorporated herein by reference.

3. License for Platform

Subject to the terms and conditions of this agreement, Company grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Platform for your personal use. Company reserves for itself and its licensors any rights not expressly granted in this agreement. You acknowledge that we may issue updated versions of the Platform and that the updated version may be automatically deployed to your device or otherwise available for use under this agreement. You consent to such automatic upgrading on your device and agree to timely upgrade the Platform in the event there is no automatic update. You further agree that the terms and conditions of this agreement will apply to all updates to and versions of the Platform.

4. Your Responsibilities and Restrictions

• Minimum Age

  You may only create and hold one account for the Platform and our services for your personal use and access. You must be at least 18 years old to use, or create an account for use of, the Platform. If you are a minor in the jurisdiction in which you reside, you must have the permission of, and be directly supervised by, your parent or legal guardian to use the Platform, and your parent or legal guardian must read and agree to this agreement prior to your using the Platform. Notwithstanding the foregoing, you are not authorized to use the Platform if you are under the age of 13. If we acquire actual knowledge, or are informed by a third-party individual or entity, that you are under the age of 13, or that you are below the age of 18 and did not receive the proper permission as prescribed herein, your use of and access to the Platform will be immediately terminated.

• Devices

  To use the Platform, you must have a compatible device, and we do not warrant that the Platform will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Platform. Use of the Platform requires Internet access or mobile data, which may be subject to additional fees or charges. You will be responsible for all fees and charges incurred with respect to accessing to the Platform.

• User ID and Password

  You shall maintain and cause to be maintained the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to access the Platform using your account information. You may not permit any other individual or entity to use, access, or view the Platform via your account. You must keep your password strictly confidential.

• Prohibitions

  You shall not, directly or indirectly, do, nor shall you authorize any person or entity to do, any of the following: (1) use the Platform for any purpose or in any manner not specifically authorized by this agreement or otherwise in violation of the terms hereof; (2) make any copies or prints, or otherwise reproduce or print, any portion of the Platform, whether in printed or electronic format; (3) distribute, republish, download, display, post, or transmit any portion of the Platform; (4) create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble the Platform or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related to the Platform; (5) modify, adapt, translate, or create derivative works from or based upon any part of the Platform, or combine or merge any part of the foregoing with or into any other software, document, or work; (6) refer to or otherwise use any part of the Platform as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us; (7) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the Platform, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (8) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Platform made by you or on your behalf; (9) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Platform without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (10) use the Platform to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this agreement; (11) use the Platform to store, receive, or distribute any information in violation of any applicable law, regulation, ordinance, or guideline or otherwise use the Platform in violation of any applicable law, regulation, ordinance, or guideline; (12) diminish or infringe any intellectual property rights in and to the Platform or impair or interfere with any copyright protection mechanisms, copyright management information systems, or digital identification devices employed in association with the foregoing; (13) cause the Platform to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (14) promote, condone, or incite violence, dangerous acts, or discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic; threaten, harass, or bully any person; or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (15) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents, or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (16) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (17) collect, store, receive, process, use, disclose, manipulate, track, or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (18) use any device, software, methodology, or routine to interfere with or disrupt the Platform or the servers or networks connected to the Platform by trespass or burdening network capacity; (19) harvest, access, or collect information about other Platform users or customers of Company; (20) restrict or inhibit any other person from using the Platform, including without limitation by means of “hacking” or defacing any portion thereof; (21) “frame” or “mirror” any portion of the Platform; (22) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Platform; (23) process data on behalf of any third party; or (24) attempt to do or assist any party in attempting to do any of the foregoing. Although we have no obligation to monitor use of the Platform, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this agreement.

• Content

  The Platform may allow you to post or create audio, visual, or written content (“User Content”). Such content is not endorsed by Company, and does not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for User Content or for any Losses (as defined below) resulting from any User Content. Any User Content that we determine violates this agreement or our content standards may be removed or excluded by us without notice. You acknowledge and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose. Company is not responsible for, and you hereby expressly release Company, its affiliates, and their respective directors, officers, employees, and agents from, any and all liability for the action of any and all third parties on the Platform.

• Compliance

  You agree that you will use the Platform only in a manner that complies with all applicable laws and regulations. You further agree to access the Platform only from within the United States. The Platform may not be exported or re-exported outside of the United States or to those persons or entities prohibited from receiving exports from the United States. We are in no way sponsored by the NCAA, any conference, or any institution. As a user of the Platform, you are responsible for your own activities in connection with your use of the Platform, and you are responsible for knowing and complying with any rules, regulations, and laws of any governing body to which you are obligated (including, but not limited to, your institution, state and/or federal government) (“Regulations”). You understand and agree that any donations and sponsorships you receive may need to be reported. By registering for the Platform, you are acknowledging and agreeing that you will report all activities to all entities as required by Regulations. If you act in violation of the Regulations, we may take reasonable steps in response, including, but not limited to, terminating your access to and use of the Platform and/or reporting such conduct to the NCAA, your conference or institution, or other appropriate authorities or entities. We do not knowingly promote any violations of Regulations.

• Permitted Location

  You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

5. Term and Termination

• Term

  Unless earlier terminated pursuant to this agreement, this agreement is effective upon your acceptance of it in the course of the Registration (the “Effective Date”), and it shall continue in effect until terminated (the “Term”).

• Termination

  If you breach this agreement, if we are required to do so by applicable law, or if we reasonably believe that there has been conduct via your account that creates or could create liability or harm to any user, third party or us, we may terminate this agreement at any time with or without notice to you by disabling access to the Platform or closing your account. You may terminate this agreement at any time by closing your account and ceasing use of the Platform and our services.

• Effect of Termination

  Upon termination of this agreement for any reason or no reason, your access rights and all licenses granted to you herein will terminate, and you must immediately cease all use of the Platform. Except with respect to an amount that is owed to an Athlete or a Collective under this Agreement and is not subject to a good faith dispute (such amounts to be paid in accordance with the terms of this Agreement and the Additional Terms), you will forfeit any pending, current, or future account balance or associations, and any other forms of unredeemed value in or associated with your account.

6. Fees; Payment

• Fees

  You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Platform.

• Payments

  Amounts due hereunder shall be paid in the manner established via the Platform or Registration. Only valid credit cards or other payment method acceptable to Company may be used. You represent and warrant that you are authorized to use the designated payment method, and you authorize Company, through its third-party payment processor, to charge the designated payment method for all amounts described during the Registration for your order (including taxes, service charges, and any other amounts). You agree that Company may immediately authorize the credit card (or other approved facility, including your app store account) for payment for any order made under your account. If the card (or other payment method) cannot be verified, is invalid, or is otherwise not acceptable, the order may be suspended or cancelled automatically. You are responsible for all activities and charges that occur under your account, and your liability for such charges shall continue after termination of this agreement. You agree to keep all payment cards or other payment method information current, and you agree that Company may submit charges for processing even if the card (or other method) has expired or changed by the time we submit it. In the event of an error—whether on the Platform, in an order confirmation, in processing an order, or otherwise—Company reserves the right to correct such error and to revise the order if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your use of Google Pay or Apple Pay is subject to the terms and conditions and privacy policies of Google and Apple, respectively.

• Taxes

  If Company is required to collect or pay any taxes in connection with your purchases on the Platform, such taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of the Platform or services. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.

7. Ownership; Proprietary Rights; Third Parties

• Platform

  You acknowledge and agree that you do not acquire any ownership rights to the Platform through this agreement or by use of the Platform. Company and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Platform and all intellectual property and proprietary rights therein. Any third-party code that may be incorporated in the Platform is covered by the applicable open source or third-party license, if any, authorizing use of such code.

• Ideas

  You may suggest improvements and/or communicate to us ideas, inventions, discoveries, or concepts (“Ideas”), and you may discover or create the Ideas jointly with us. You agree that any such Ideas shall be and remain solely the property of Company and/or its licensors and may be used and sold, licensed, or otherwise provided by Company and/or its licensors to third parties, or published or otherwise publicly disclosed, in Company's and/or its licensors' sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to Company any and all of your right, title, and interest in and to any such Ideas.

8. Technical Data; License to Your Data; Communications

• The Platform maintains certain personally identifiable information about you. Company will use and disclose your personally identifiable information as described in this agreement or Company's Privacy Policy, as required by law or court order, and as necessary to provide the Platform and our services or to enforce our rights.
• In order for Company to provide the Platform, you grant to Company, during and after the Term, a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered during Registration or otherwise into the Platform (including that is generated from your use of the Platform). including any User Content, (“Data”) to the extent necessary for Company to (1) provide the Platform and our services, (2) perform our obligations under this agreement, (3) attribute ratings or content to you, (4) compile analyses and statistical information from Data regarding usage or performance of the Platform and user engagement, (5) provide, monitor, correct, enhance, and improve the Platform and perform services related thereto, (6) develop new products or services, and (7) accomplish other internal business purpose or as described in Company's Privacy Policy. Company reserves the right to maintain, delete, or destroy all Data and materials posted or uploaded to Platform pursuant to its internal record retention and/or destruction policies.
• You also grant to Company a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that Company has and retains exclusive and valid ownership of all Deidentified Data. Company shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Platform and related systems and technologies (“Usage Data”), and you acknowledge and agree that Company has and retains exclusive and valid ownership of all Usage Data. Company will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other service offerings, (2) disclose such data in connection with our business, and (3) otherwise use and disclose such data as set forth in our Privacy Policy.
• You represent and warrant that you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Company the licenses set forth herein. You are responsible for all of your Data, and you represent and warrant that your Data will not violate the terms of this agreement, including the restrictions set forth in Section 4. If any of your Data violates this agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (1) to change, delete or remove, in part or in full, any of your Data, (2) to terminate or suspend access to the Platform, and/or (3) to terminate or suspend your account, in each case, with or without notice. Company will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data. You shall indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss (as defined below) arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties.
• BY PROVIDING YOUR DATA, YOU AUTHORIZE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, AND CONTRACTORS (INCLUDING A CALL CENTER) TO INITIATE ELECTRONIC COMMUNICATIONS BY E-MAIL, TELEPHONE CALLS TO NUMBERS (INCLUDING TO CELLULAR PHONE) THAT ARE PROVIDED THROUGH THE PLATFORM OR AS PART OF THE REGISTRATION, AND TEXT MESSAGES (SMS OR MMS) TO CELLULAR PHONE NUMBERS THAT ARE PROVIDED THROUGH THE PLATFORM OR AS PART OF THE REGISTRATION TO PROVIDE REMINDERS OR OTHER PURPOSES RELATED TO THE PLATFORM AND THE SERVICES PROVIDED BY COMPANY. YOUR TELEPHONE CARRIER MAY CHARGE FOR THESE INCOMING CALLS OR MESSAGES. YOU CONSENT TO SUCH COMMUNICATIONS, WHICH MAY OCCUR BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM. TELEPHONE CALLS MAY BE RECORDED. STANDARD DATA AND MESSAGE RATES MAY APPLY FOR SMS AND MMS ALERTS, WHETHER YOU SEND OR RECEIVE SUCH MESSAGES, AND YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH CHARGES. DO NOT SUBMIT YOUR INFORMATION IF YOU DO NOT CONSENT TO BEING CONTACTED BY TELEPHONE, TEXT, OR EMAIL.

9. No Warranties

• THE PLATFORM AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM. COMPANY, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM OR ANY PART OF IT, AND ANY SERVICES PROVIDED BY COMPANY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
• Due to the continual development of new techniques for intruding upon and attacking networks, Company does not warrant that the Platform, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Platform or the unauthorized disclosure or compromise of your information in the Platform.
• Company cannot and does not guarantee or warrant that the Platform or files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the platform for any reconstruction of any lost data.
• We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Platform or portions thereof, including but not limited to the Platform's features, look and feel, and functional elements and related services.
• Although the Platform may include links providing direct access to third-party Internet sites as a convenience, the inclusion of a link is not, nor does it imply, an endorsement of the linked site by Company. Company takes no responsibility for the availability or accuracy of content or information contained on those other sites, and does not exert any editorial or other control over those other sites. Company does not take responsibility for the privacy policies and practices of these third-party links.
• Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty, the scope and duration of such warranty shall be the minimum permitted under such applicable law.

10. Limitation of Liability; Disclaimer of Certain Damages

• NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
• IN NO EVENT SHALL COMPANY'S OR ITS LICENSORS' AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PLATFORM AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PERSONAL INJURY, AND WRONGFUL DEATH), OR OTHERWISE, EXCEED $500. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
• Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations above may not apply to you. To the extent applicable law does not permit such limitation of liability, the extent of such liability shall be the minimum permitted under such applicable law.
• YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE PLATFORM.
• Company's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement limits Company's right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Platform or information provided to or gathered by Company with respect to such use.
• To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to this agreement or your access to or use of the Platform within two (2) years from the date on which such claim or action arose or accrued, or such claim or cause of action will be irrevocably waived.

11. Indemnification

You agree to indemnify, defend, and hold harmless Company, its licensors, their affiliates, and their respective officers, directors, employees, and agents from and against any Loss arising from or related to (1) any violation of the terms of this agreement by you or your agents, or (2) use of your account for the Platform or the subscriptions or purchases made via the Platform. This obligation will survive the termination of this agreement. For purposes of this agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).

12. Digital Millennium Copyright Act

Company respects the intellectual property of others, and we expect our users to do the same. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: NIL Duffle LLC, Attn: DMCA Agent, 2000 Mallory Lane, Suite 130-99, Franklin, TN 37067. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Company has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

13. Other Provisions

• This agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Company may freely transfer, assign, or delegate all or any part of this agreement and any rights or duties hereunder. You may not assign this agreement or any of the rights or licenses granted under this agreement. Any attempted sublicense, transfer, or assignment in violation of this agreement is void.
• Except as otherwise expressly provided herein, this agreement (including the documents, pages, and additional terms referenced herein) constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. No modification or amendment to this agreement will be valid or binding unless in writing and duly executed, including by clicking a button when presented to accept such amendment.
• The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement.
• If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (1) the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected; (2) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (3) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (4) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
• This agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions), and the venue for any dispute shall be exclusively in the federal or state courts having jurisdiction over Davidson County, Tennessee. We reserve the right to seek all remedies available at law and in equity for violations of the agreement, including, without limitation, the right to block access to the Platform from a particular account, device, and/or IP address.
• Any cause of action or claim you may have with respect to the Platform must be commenced within one year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this agreement waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Platform.
• Company shall not be liable for any failure to perform its obligations under this agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of it and not due to its own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.
• Company does not agree to act as your agent or fiduciary in providing services through the Platform.
• You may contact us at 2000 Mallory Lane, Suite 130-99, Franklin, TN 37067 for any notices, complaints, or claims with respect to the Platform.