Datavault NILv Terms of Use

These Name, Image and Likeness (“NIL”) Exchange (“NILv” or “Platform”) Terms of Use (“Terms”) are provided by Datavault AI Inc. and its affiliates (collectively, “Datavault,” “we,” “our,” or “us”), and govern your, or any entity you represent or are authorized to act on behalf of (“you”), access to and use of the Datavault NILv enabling athletes (“Athletes”) to connect with third-party fans, brands, and other entities (“Partners”) for promotional or commercial NIL opportunities (the “Services”). These Terms supplement the Datavault Product Terms of Service.

By accessing or using the Services, you agree to be bound by these Terms. Your use of the Services is also subject to our Product Privacy Notice.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”). These Supplemental Terms will be provided for your review and acceptance when you request access to or use the supplemental services. If there is a conflict or inconsistency between these Terms and any Supplemental Terms, the Supplemental Terms shall govern your access and use of the respective area or functionality.

These Terms may change over time, in which case we will post the modified Terms on this page and change the Effective Date. Your continued use of the Services following a change to these Terms signals your acceptance of the modification(s).

If you do not agree to these Terms, do not access or use our Services.

1. User Content and Licensing

You may submit materials, including documents, biographical information, images, and NIL-related data (“User Content”). By submitting User Content, you grant Datavault a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, analyze, distribute, display, perform, and prepare derivative works from your User Content for: (1) operating NILv; (2) institutional compliance and reporting; and (3) marketing and improving the Services. You warrant that you have the right to grant these rights. Datavault may sublicense these rights as necessary to third parties.

2. Verification and Compliance

Datavault does not guarantee the accuracy of third-party data or that data provided by you or any institution is correct. You acknowledge that it is your responsibility to ensure information submitted to the Platform is accurate and lawful.

3. NIL Marketplace

Datavault provides an NIL Marketplace platform through which Athletes and Partners (each, an “End User” and collectively, “End Users”) may connect regarding NIL activities (“NIL Activities”). However: (1) Datavault is not a party to any agreement between End Users; (2) Datavault does not negotiate, endorse, or guarantee any NIL Activity; (3) you are solely responsible for ensuring that your NIL Activities comply with federal, state, institutional, and NCAA or other athletic regulations (“NIL Regulations”); and (4) Datavault is not sponsored by, affiliated with, or endorsed by the NCAA, any athletic conference, or any individual institution. You understand and agree that NIL Activities between End Users may need to be reported and by accepting any agreement, you are acknowledging and agreeing that you will report all NIL Activities to all entities as required by NIL Regulations. If you act in violation of the NIL Regulations, we may take reasonable steps in response, including, but not limited to, terminating your access to and use of the Platform and/or the Services 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 NIL Regulations.

4. Using the NIL Marketplace

a. Athletes can search for Partners, and vice versa, to perform an NIL Activity by using different search criteria. Search results are based on such End User’s having an account with Datavault which is open to searching.

b. When you find your specified End User (as applicable) and request an NIL Activity from the End User (as applicable), all parties (i.e., Athlete, Partner, and/or you, as applicable) are agreeing to pay the fee (the “NIL Activity Fee”) that End User (as applicable) has posted for the completed NIL Activity, as well as additional fees including any fees charged by Datavault (the “Datavault Fee” and collectively with the NIL Activity Fee, the “Total Fee”). When an NIL Activity is requested, the Total Fee will be collected at that time.

c. Prior to checkout, the additional Datavault Fees shall also be displayed. By submitting a request, all parties agree to pay the Total Fee associated with each NIL Activity. All fees each applicable party will be required to pay for an NIL Activity will be made clear prior to any applicable parties submitting final approval of payment. All transactions on the Platform are settled in United States Dollars. All applicable parties will be responsible for payment of any fees or expenses imposed by their respective payment card provider or the payment processor to settle the transaction in United States Dollars.

d. When an End User requests an NIL Activity, they must provide a valid payment method through the applicable third-party payment provider Datavault has selected, currently Stripe, although that may be subject to change upon notice. Their respective payment method will be charged for the full amount upon request of the NIL Activity. All parties acknowledge and agree that Datavault does not operate, own or control the payment provider. Each party’s use of their respective payment method is governed by your agreement with and the privacy policy of the payment provider, not these Terms. End Users agree to immediately notify the payment provider of any change in your billing address (or other information) for their respective payment method.

e. Once an NIL Activity is booked, if for some reason that NIL Activity is not completed, the full amount charged will be put back into the respective End User’s account balance for use on a future NIL Activity. Such End User may use that credit for any purchases on the Platform until such time as the credit is fully redeemed. Such End User may only use their credit for a purchase of the exact amount or an amount lower than the credit available. Any purchase over the amount of credit the End User has available will be charged in full to their payment method. If the End User wishes to receive a refund of those funds, Datavault will do so, but there shall be a five percent (5%) processing charge on the amount refunded. An End User may not exchange or return an NIL Activity once the request has been accepted by the other End User. If an NIL Activity that has been paid for has not been completed, please inform Datavault by emailing opsdvlt@dvlt.ai and advising of the situation; Datavault will then be able to help the applicable party with the refund process as outlined above.

f. Datavault reserves the right (but is under no obligation) to cancel any NIL Activity request if: (A) the payment method is declined; or (B) the requestor has previously been banned or removed from the Platform for any reason. If the NIL Activity is cancelled at the behest of Datavault, a refund of the Total Fee shall be made to the original payment method.

g. The End User may change the NIL Activity Fee at any time, by providing such change on their profile. If there is a change made to the NIL Activity Fee after an NIL Activity is booked and payment has been made, the End User shall honor the original NIL Activity Fee. Likewise, Datavault reserves the right to change the Datavault Fees or the payment procedures, including payment options and terms, either immediately upon posting on the Platform or by other notice to you.

5. End User Terms

You acknowledge and agree that Datavault will have no liability or responsibility for the actions or omissions of any third parties using the NIL marketplace, including without limitation the content of any third-party offers or agreements, the terms of any NIL Activities, or the fulfillment or breach of any such agreements, as well as any content, agreement, or interactions between End Users. Datavault does not guarantee that any NIL Activity will result in a successful engagement. You further understand that Datavault does not verify the credentials, legality, or regulatory compliance of third-party opportunities. It is your sole responsibility to evaluate and enter into any agreements with third parties and ensure your actions comply with all NIL Regulations. You assume full responsibility for your interactions with other users of the Services and release Datavault from any claims, demands, and damages arising out of or in any way connected with such disputes. You are solely responsible for the terms of any engagement with End Users and for any payments, disclosures, tax filings, or reporting obligations that may result. Datavault does not verify the identity or qualifications of any End User and is not responsible for any failure by End Users to perform under any agreement.

6. Restrictions on Use

a. You agree that your authorized use of the Platform is limited to, as applicable: (A) creating, managing, or updating your NIL profile and related personal or athletic information; (B) submitting, accessing, or verifying academic, athletic, or compliance-related records as required for NIL eligibility; (C) managing your account activity, including reviewing offers, engagements, or transaction history; and (D) communicating with verified users or authorized third parties through the Platform’s designated channels.

b. You agree not to: (A) copy, modify, distribute, sell, or lease any part of our Services or included software; (B) reverse engineer or attempt to extract the source code of the Services; (C) use the Services for any unlawful purpose; (D) interfere with or disrupt the integrity or performance of the Services; nor (E) use automated scripts to collect information from or interact with the Services without permission. The Platform and all related content, excluding User Content, are proprietary to Datavault and protected by intellectual property laws.

c. In addition, you agree not to use the Platform to: (A) submit falsified, misleading, or manipulated academic information or use verified records for fraudulent or deceptive purposes; nor (B) impersonate another person or institution, or falsely claim an affiliation you do not possess.

d. Use of the Platform is conditioned on your continued compliance with these Terms and all applicable laws and regulations.

7. Suspension or Restriction

We reserve the right to suspend, restrict, or terminate your access to the Platform at our sole discretion and without notice if we believe you have violated these Terms, engaged in abusive conduct, or pose a risk to the integrity or security of the Platform.

8. Third-Party Links

The Services may contain links to third-party websites or services that are not owned or controlled by Datavault. Datavault is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Datavault with respect thereto. Datavault assumes no responsibility for the content, privacy policies, or practices of any third party. Accessing such third-party sites is at your own risk.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. DATAVAULT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

You acknowledge and agree that any material or information downloaded or otherwise obtained through the Platform, including any User Content, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through the Platform, including through User Content, will create any warranty not expressly made by Datavault.

10. Taxes

You acknowledge and agree that you are solely responsible for all federal, state, and local taxes or other governmental assessments associated with transactions conducted through the Platform, including but not limited to NIL engagements. Datavault does not and will not withhold, collect, or remit any taxes on your behalf unless required by law. You agree to indemnify and hold Datavault harmless from any claims, demands, or liability arising from your failure to pay such taxes.

11. Monitoring

Datavault shall have the right, but not the obligation, to monitor the content of the Platform (including User Content) to determine compliance with these Terms and any operating rules established by Datavault and to satisfy any law, regulation, or authorized government request. Datavault shall have the right in its sole discretion to refuse to post, unpublish, or remove any material submitted to or posted on the Platform. Without limiting the foregoing, Datavault shall have the right to remove any material that Datavault, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

Datavault may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Datavault reserves the right at all times to disclose any information as Datavault deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Datavault’s sole discretion. You also agree to reimburse Datavault for any losses Datavault incurs because of your use of the Platform for any unlawful or prohibited purpose. Datavault reserves the right to remove any User Content that may be infringing on another person’s intellectual property rights with or without notice to the infringer and in accordance with applicable intellectual property or other laws, including the Digital Millennium Copyright Act.

12. Electronic Signatures and Notices

Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has the same legal rights and obligations as a physical signature. If you have an account, you agree that we may provide you any and all required notices electronically through your account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

13. Termination

Datavault may suspend or terminate your access to the Services at any time and for any reason at our discretion, with or without notice, including where we determine: (1) you have violated these Terms, (2) termination appears necessary to ensure user safety, (3) termination is necessary for legal compliance reasons, or (4) termination appears necessary to protect the rights or property of us or others.

14. Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

15. Contact Us

If you have questions about these Terms, please email us at privacy@dvlt.ai.