Online Platform Terms of Use & End User License Agreement

Last updated: April 7, 2025

The following TERMS OF USE & END USER LICENSE AGREEMENT (these “Terms of Use”) are a legal and binding agreement between you and FLX Sports LLC, a Utah limited liability company (the “Company”, “we”, “our”, or “us”), governing (A) your online use of our websites, www.flxsports.com, www.flxsports.com/recruit, and related mobile application(s) (collectively, our “Online Platform”), and (B) your access to and use of the Recruitment Card Services, Athlete Development Profile features, FLX Sports App (FLX Athlete Arena), and other online services (in any capacity as an End User) available through the Online Platform (our “Platform Services”). By accessing our Online Platform or using our Platform Services, you accept and agree to be bound by these Terms of Use, including the Privacy Policy linked below.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU ACCESS OUR ONLINE PLATFORM, REVIEW OUR PLATFORM SERVICES, CREATE A PROFILE, OR PURCHASE, TEST, OR USE OUR PLATFORM SERVICES IN CONNECTION WITH RECRUITMENT, EDUCATIONAL, OR PERSONAL ACTIVITIES. IF YOU DO NOT AGREE WITH THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS OUR ONLINE PLATFORM OR PROCEED WHEN THIS DOCUMENT IS LINKED TO YOU.

PLEASE BE AWARE THAT IF YOU (AS AN ATHLETE) OR YOUR GUARDIAN HAVE ALREADY EXECUTED A SEPARATE MANAGEMENT OR AGENT AGREEMENT WITH US OR OUR AFFILIATES (A “MANAGEMENT AGREEMENT”), THE PROVISIONS OF THAT MANAGEMENT AGREEMENT WILL GOVERN YOUR RELATIONSHIP WITH THE COMPANY WITH RESPECT TO YOUR NIL RIGHTS, THE RESPONSIBILITIES OF THE COMPANY AS AN ATHLETE AGENT FOR YOU, AND THE OTHER SPECIFIC TERMS OF REPRESENTATION IN THAT MANAGEMENT AGREEMENT. AS SUCH, NOTHING IN THESE TERMS OF USE CONSTITUTES, OR MAY BE INTERPRETED BY END USERS, AS ANY FORM OF AGENT STATEMENT, ATHLETE REPRESENTATION ACKNOWLEDGMENT, GUARANTY FOR LAWFUL COMPLIANCE WITH APPLICABLE NIL AND NCAA LAWS AND REGULATIONS, OR OTHER ENGAGEMENT AGREEMENT WITH THE COMPANY TO MARKET YOU OR YOUR NIL RIGHTS.

1. ABOUT OUR ONLINE PLATFORM & END USERS.

We offer our Online Platform and Platform Services to help rising Athletes create an online, interactive user profile or recruitment card—depending on their choice of access—to share their statistics, highlights, athletic images and videos, education status and degree, personal postings and social media content, and other measurable performance metrics and skills in an environment where Coaches and Recruiters can quickly review this information and contact the Athlete through secure channels. In furtherance of these objectives, our Platform Services include two channels of Athlete engagement: (A) our “Recruitment Card Services” where Athletes can elect to create an informational digital card of their statistics and recruitment details; and (ii) our “FLX Sports App” through which Athletes can engage in a social media type engagement and posting experience with Coaches, Recruiters, and other Athletes and also access affiliate plug-ins or content for educational and personal development. Your visit to our Online Platform is generally done in one of the following end-user capacities (each, an “End User”):

• As an “Athlete” who is using our Online Platform to seek recruitment, NIL opportunities, personal development content, or publish your statistics and information through the Recruitment Card Services or FLX Sports App.

• As a “Guardian” of a student Athlete to consent to (and continually monitor) the Athlete’s use and publication of data through the Online Platform, if your Athlete is under the age of 18. Guardians are the legal parent or responsible guardian of the Athlete in question.

• As a “Coach” of one or more Athletes who publish profiles on our Platform Services or engage in educational content and courses (including through any LMS plug-ins).

• As a “Recruiter” who is seeking to recruit Athletes for post-high school athletics, review their statistics, or engage with Athletes in connection with lawful NIL transactions and opportunities. Recruiters may be collegiate parties, collective parties, or any third party marketing or NIL related group (as a few examples).

As part of our goal of putting Athletes first, we may also offer opportunities to gather health insights to optimize an Athlete’s success, by collecting protected health information (“PHI”). We will only collect and share PHI for the limited purposes set forth in our Privacy Policy and as permitted by Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations. You acknowledge that the use of PHI within our Online Platform will be limited to the activities consistent with the purposes outlined in our Privacy Policy, including medical treatment for your athletic activities, payment and healthcare services (including support features of our Online Platform), and as required by law.

In all capacities as an End User, please take the time to carefully read these Terms of Use in detail, both to protect your rights and honor the rights and intellectual property of the Company.

2. CHANGES TO THESE TERMS OF USE.

   
   

Please note that we retain the right to revise and update these Terms of Use from time to time in our sole discretion or as necessary to comply with changing laws or operational needs. All changes are effective immediately when we post them to our Online Platform, and the changes apply to all uses of the Online Platform and general requests for Platform Services made by our End Users thereafter. Your continued use of our Online Platform after such changes constitutes your acceptance of the updated Terms of Use. However, any changes or modifications to these Terms of Use will not apply retroactively. In addition, changes to these Terms of Use will not impact the binding effect of our separate Management Agreements with Athletes (if any) or create revisions to such agreements, given that these Terms of Use are intended only to govern access to the Online Platform (not stand-alone NIL rights related agreements or representation).

3. ACCESS, ACCOUNT SECURITY & PRIVACY, PARENTAL CONSENT.

3.1 Right of Access.

Our Online Platform is being made available for your personal use only for registering a profile on the Online Platform (in one of the capacities mentioned in Section 1 above), purchasing the Platform Services to publish your Athlete details or review Athlete profiles and recruitment cards, purchase the Platform Services for educational content or other plug-ins available thereon, considering Athlete profiles and recruitment cards as a Recruiter engaged in lawful activities, and communicating with us or other End Users. Subject to these Terms of Use, we therefore grant you a limited, non-exclusive, nontransferable, and revocable right of access or license, as applicable, to: (A) download, install, and use the Online Platform or related applications for your personal and recruitment use as described in this Section on any mobile device or computer owned or otherwise controlled by you; and (B) test, access, register, review, and use for your lawful personal, educational, or recruitment-related use on your mobile device or computer the content, features, functionality, Athlete profiles and data, recruitment cards, and Platform Services hosted on our Online Platform (collectively, the “Right of Access”).

3.2 Availability and Access.

From time to time, at our discretion, we may restrict your access to certain portions of the Online Platform, revoking the Right of Access described in Section 3.1 above. We reserve the right to withdraw or amend any of the offers, Platform Service details and descriptions, and other material we provide to you on our Online Platform, at our sole discretion and without notice. We will not be liable to you if for any reason all or any portion of the Online Platform is unavailable at any time or for any period, whether for maintenance or scheduled downtime.

3.3 Modification.

The Company reserves the right, at any time, to modify, suspend, or discontinue any Platform Services (in whole or in part) or the Right of Access with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform Services or the Right of Access, or any parts thereof. The Company shall use reasonable efforts to notify you of all modifications, suspensions, and updates to the Platform Services and these Terms of Use. If you violate any of the terms related to the use, protection or disclosure of PHI, or if you engage in any conduct that could put PHI at risk, we may immediately suspend or terminate your access to the Platform Services, without notice to you.

3.4 Termination of Access.

Either you or the Company may terminate your access to the Platform Services (and thus terminate these Terms of Use) at any time through notice to the other party, or through our online termination process available through the Online Platform. On termination, you lose and forfeit the Right of Access and any further rights to use the Platform Services. However, the following items shall survive termination: (A) our rights to use and disclose Feedback; (B) Sections 4, 6, 10, 13, and 14 of these Terms of Use; (C) our rights to seek to collect any amounts and outstanding Access Fees you may owe to us; and (D) our rights to maintain certain information and data in accordance with our Privacy Policy.

3.5 Profile Responsibilities and Security.

If you choose to create an online recruitment card or athlete development profile with the Company as part of your order for Platform Services or general use of the Online Platform, you are solely responsible for retaining all login information and account access details. You acknowledge that your account profile or recruitment card is personal to you (or your organization, if you are a Recruiter or Coach), and you agree not to provide any other person (except for lawful affiliates or representatives) with access to portions of your account containing your username, password, or other security information. You agree to take reasonable precautions to protect the security of PHI and agree to notify us immediately of any unauthorized access to or use or disclosure of your username, password, or PHI, or any other breach of security. Please exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your secure information.

We have the right to disable any username, password, or other identifier at any time, at our sole discretion for any or no reason, including if you have violated any provision of these Terms of Use.

3.6 Privacy; Mobile Alerts.

Your privacy and the protection of the information you may submit through the Online Platform are important to the Company. To access our Platform Services or register a profile with us, you may be asked to provide registration details (for example, you or your organization’s email address, formal legal name, and phone number) or other identifying information related to your schooling and athletics if you are an Athlete. A condition of your use of the Online Platform is that all the information you provide to us or through the Online Platform is correct, current, and complete. For all End Users visiting the Online Platform, all information you provide to register with or use our Online Platform is governed by our “Privacy Policy” (available at www.flxsports.com/privacypolicy). To protect the security of your information and our Online Platform, we may offer you the option of using dual-authentication or SMS messaging to access our Platform Services. The Company or our designated carriers will only send these messages after you have provided affirmative consent to receiving those messages during the account registration process by voluntarily uploading your phone number, in accordance with applicable laws such as the TCPA. You retain the right to revoke this consent and opt-out of such messaging by contacting us at the information below or replying “STOP” to those messages.

3.7 Age Verification; Parental Consent.

For any Athletes under the age of 18 who subscribe to our Platform Services, we may be required by applicable state and federal laws to verify your age and obtain your Guardian’s consent. We will complete this process, in our discretion, through one or more reasonable means, including, without limitation, by (A) collecting information to verify your age; (B) sending a separate consent email to your Guardian to document their consent; or (C) establishing a payment method or facial recognition system through which your Guardian’s payment or initial access features control for purposes of Access Fees and, therefore, may serve as evidence of their consent.

3.8 Protected Health Information (PHI).

You agree not to access any PHI for which you are not authorized, and understand that unauthorized access may result in the termination of your account and potential legal penalties. You agree to promptly notify us of any suspected or actual breach of PHI and to cooperate with any investigation or corrective action we may take in response.

3.9 Data Gathering Authorization.

In furtherance of optimizing our Platform Services and the features available to you, you authorize us to access, collect, and scrape publicly-available data from third-party websites, for the limited purposes set forth in our Privacy Policy and as permitted or required by law.

4. OWNERSHIP MATTERS & PERMITTED USES.

The Online Platform (including all logos, trademarks, copyrights, content, source code, LMS integrations, features, software, published works and articles, displays, images, graphics, and online formatting originally developed by us or our representatives) are owned by the Company, our licensors (if any), or other providers of such content, being expressly protected by United States and international copyright, trade dress, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Use of any content or material relating to the Online Platform without prior written authorization by the Company or outside the permitted uses in these Terms of Use is strictly prohibited. We stress that the value of our Online Platform is based, in large part, on the unique works of authorships, trade secrets, rights, generative models, LMS engagement tools, and unique coding and design represented in the business solutions we deliver. As such, we will pursue all necessary action to protect the rights underlying our Online Platform.

These Terms of Use permit you to use the Online Platform for your personal, educational, and recruitment-related use (according to Section 3.1 above and the Right of Access). Accordingly, you must not unlawfully reproduce, distribute, modify, or create derivative works of any of the material on our Online Platform (including the Platform Services or profiles of Athletes), except as follows:

• Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your web browser or mobile device for display enhancement purposes.

• You may print or download copies of your history and review of the Online Platform, including information with respect to Athletes you intend to contact directly.

• You may print or download copies of the digital materials we deliver to you through the Platform Services, including LMS features, for your own personal, educational, and business use in connection with the use of the Platform Services.

• If we provide desktop, mobile, web, or other applications for download, you may download copies to your computer or mobile device solely for your own personal and recruitment-related use (consistent with Section 3.1 above).

By using the Online Platform, you agree not to delete or alter any copyright, trademark, or other proprietary rights notices from copies (or print versions) of content and reports from the Online Platform. EXCEPT AS SET FORTH IN THESE TERMS OF USE, NO RIGHT, TITLE, OR INTEREST IN OR TO THE ONLINE PLATFORM OR ANY CONTENT ON THE ONLINE PLATFORM IS TRANSFERRED TO YOU, AND ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY US.

5. ACCESS FEE & PAYMENT TERMS

5.1 Access Fee. Access to the Platform Services on the Online Platform requires the payment of a one-time or recurring access fee that is dependent on the type of End User interfacing with our Online Platform and the level of access you are purchasing (in each instance, the “Access Fee”). For example, access to the Recruitment Card Services is generally based on an annual one-time Access Fee paid at the time of registration of the Athlete, whereas our FLX Sports App (including LMS features) may be subject to a month-to-month or other recurring Access Fee communicated to you when you register to the Online Platform. The Access Fee amount must be paid in full at the time of the payment request through our online payment system (e.g., Stripe), to maintain access to the Platform Services. By registering to use the Platform Services and until your termination of access, you authorize the Company to automatically charge the Access Fee to your designated payment method, doing so through our online payment system (e.g., Stripe).

5.2 Changes to Access Fee. The Company reserves the right to modify the Access Fee at any time, in its sole discretion. Any changes to the Access Fee will be communicated to you with reasonable notice and will become effective at the start of the next billing cycle. If you do not wish to continue your access to the Platform Services after receiving notice of a change in billing, you are free to cancel your access to the Platform Services through our online termination process.

5.3 No Refunds. All Access Fees are non-refundable, including in the event of cancellation or termination of your access and registration to the Platform Services.

6. TRADEMARKS

The Company name and any Company logo we display on our Online Platform—including all related names, features and solution descriptions, and slogans—are trademarks of and proprietary to the Company or its affiliates and service providers. You must not use or exploit such marks and logos without the prior written permission of the Company.

7. COPYRIGHT INFRINGEMENT

The Company is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. We will promptly process and investigate notices of claimed infringement based on our User Contributions (as defined in Section 9.1) or our Platform Services, and we will take appropriate actions under applicable law. All notifications of claimed copyright infringement must be submitted to the contact information set forth at the end of these Terms of Use. IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED OR USED ON THE ONLINE PLATFORM IN A WAY THAT CONSTITUTES COPYRIGHT OR TRADEMARK INFRINGEMENT, PLEASE NOTIFY US IMMEDIATELY.

8. PROHIBITED USES & RESTRICTIONS.

During your interaction with our content (including all Platform Services) or the postings, profiles, recruitment cards, and content of other End Users, you may only use the Online Platform for lawful, personal purposes and in strict accordance with these Terms of Use (including Section 3 and Section 4 above). By using our Online Platform, you agree to comply with all applicable HIPAA regulations regarding the use, access, and disclosure of PHI and applicable privacy laws. During your visits to our Online Platform, you expressly agree not to use (or exploit) the Platform Services:

• For any commercial purposes that extend beyond your (or your organization’s) personal access, inspection, and relationship with Athletes in respect of recruitment opportunities and publishing of content on the Online Platform.

• To violate any applicable federal, state, local, or international law or regulation (including NIL laws, regulations, policies, and procedures).

• To infringe upon or violate our intellectual property rights or the rights of others (including the NIL rights of Athletes).

• For the purpose of exploiting, harming, or attempting to exploit any natural person or entity (including Athletes on the Online Platform). Specifically, misuse of Athlete data, PHI, content, or postings or their highlights and images available through their profile is strictly prohibited.

• In any manner that could disable, overburden, damage, or impair the Online Platform or interfere with any other person’s or entity’s use of the Online Platform.

• To upload or transmit viruses, bugs, or any other type of malicious code.

• To engage in any other conduct or statements that restrict anyone’s use or enjoyment of the Online Platform and our content.

• To “flood” our support channels or communication networks with requests that might unreasonably overburden or disrupt the Online Platform.

• In connection with any device, software, action, or routine that interferes with the proper working of the Online Platform.

• To gain unauthorized access to, damage, or disrupt any parts of the Online Platform that are based on payment of an Access Fee if you have not already paid the Access Fee (including with respect to our Platform Services and LMS features).

• To exploit or use for any unlawful or improper purpose the confidential, proprietary, or educational information of any Athlete whose profile is found on the Online Platform.

• To disclose information and details that you do not have the consent to disclose (for example, transcripts or PHI of Athletes if those have been communicated in confidence).

• To target Athletes or their Guardians in a manner that disparages or harms their future recruitment and athletic activities.

• For any unauthorized use or purpose of PHI, such as marketing or sharing outside of our Online Platform.

9. USER CONTRIBUTIONS & POSTINGS.

9.1 Description.

Subject to the terms of our Privacy Policy, during your testing, access to, and ongoing use of the Online Platform or our Platform Services, you are solely responsible for any informational reports, reviews, social media posts, highlights, content and uploads, re-sharing of posts and comments from other End Users, or other material you voluntarily transmit to or through the Online Platform or otherwise to us through the Platform Services (collectively, “User Contributions”). You assume all risks associated with use by the Company or other parties of your User Contributions, including any reliance on its accuracy, completeness or usefulness by Recruiters, or any disclosure of your User Contributions that personally identifies you or any third party. For example, if you make a social post or online highlight review concerning the Online Platform or any of your athletic achievements, you are responsible for the content of that User Contribution. Moreover, you understand that, except for any personal information (including PHI) we may collect from you under the guidelines established in our Privacy Policy, User Contributions to the Company may be considered non-confidential and non-proprietary because other End Users may access and view those User Contributions.

9.2 Ownership of User Contributions.

Subject to the grant of rights described in this Section, for purposes of your relationship with the Company, you retain all ownership rights for all content and User Contributions created in your interactions with the Online Platform and the Company.

9.3 Feedback.

If you provide the Company with any feedback or suggestions regarding the Platform Services or the Online Platform (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary.

9.4 License Grant; Representations.

In connection with any User Contribution, you grant (to the extent available to you) the Company an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to (A) make changes to our Online Platform that may affect how content for your User Contributions appear; (B) use and disclose metrics regarding your User Contributions, in a format that does not include personally identifiable information; (C) use or publicly display those User Contributions in our reasonable marketing and business activities to expand and grow the Online Platform; and (D) remove any User Contribution that is in violation of these Terms of Use. You represent and warrant that: (i) you have the right to submit the User Contribution to the Company and grant the rights set forth above; (ii) the Company will not need to obtain licenses from any third party or pay royalties to any third party for its use of the User Contribution; (iii) the User Contribution does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the User Contribution materially complies with these Terms of Use and all applicable laws and regulations.

THE COMPANY TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTRIBUTION.

10. CONTENT STANDARDS & ATHLETE CONDUCT.

We pride ourselves on providing an interactive Online Platform that empowers our End Users to review our Platform Services, including the accomplishments of Athletes, in a professional and moral environment. Accordingly, all User Contributions or other information you elect to post to or transmit through the Online Platform must not: (A) contain any material that is defamatory, obscene, indecent, abusive, harassing, or hateful; (B) promote sexually explicit activities or pornographic material; (C) infringe any patent, trademark, trade secret, copyright, or other intellectual property right of others; (D) violate the legal rights (including privacy rights or NIL rights) of any others; or (E) promote any other illegal, immoral, or unlawful activity (as judged in the discretion of the Company).

If you are an Athlete using our Platform Services, you fully acknowledge and understand that you are responsible for ensuring your personal compliance with all applicable NIL, NCAA, and other recruitment laws that might be related to your use of the Online Platform and our Platform Services, including any rules and regulations set forth by applicable high school athletic associations, intercollegiate associations, or other athletic authorities. Moreover, you understand that certain high school athletic associations or other athletic authorities may prohibit students from engaging in certain NIL activities, and that engaging in such activities with Recruiters who contact you by means of your profile or recruitment card on the Online Platform may impact your eligibility and future athletic career. The Company is not responsible for assisting, advising, or engaging with our End Users in connection with their required codes of conduct or potential NIL opportunities.

11. MONITORING & ENFORCEMENT.

To enforce these Terms of Use and protect the integrity of the Online Platform, we retain the rights to: (A) remove any User Contributions for any or no reason, at our sole discretion, if those are found in breach of these Terms of Use; (B) take appropriate legal action in connection with any illegal or unauthorized use of the Online Platform or our Platform Services; and (C) terminate or suspend your Right of Access to all or part of the Online Platform for any violation, or suspected violation based on evidence available to us, of these Terms of Use. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Online Platform.

12. LINKS TO OTHER SOURCES & PARTIES.

If the Online Platform contains links or plug-ins to other sites and resources provided by third parties (for example, sites where marketing groups or Recruiters might publish their opportunities or third-party LMS locations for educational and financial literacy courses), these links and plug-ins are provided for your convenience only and for your voluntary visiting, if you choose to do so. We stress that we have no control over the contents of those third-party sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Online Platform, you do so entirely at your own risk and are subject to the terms and conditions for such websites.

13. DISCLAIMERS & LIMITATION; AI STATEMENTS.

13.1 Disclaimer of Warranties.

ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS, AND OTHER SERVICES INCLUDED ON, OR MADE AVAILABLE TO YOU BY THE COMPANY AND THROUGH THE ONLINE PLATFORM, AND THE ONLINE PLATFORM ITSELF, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ONLINE PLATFORM OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON, OR MADE AVAILABLE TO YOU THROUGH, THE ONLINE PLATFORM. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE ONLINE PLATFORM AND ANY OF THE CONTENT, INFORMATION, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON, OR MADE AVAILABLE TO YOU THROUGH, THE ONLINE PLATFORM, IS AT YOUR SOLE DISCRETION AND RISK.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS PLATFORM SERVICES AND THE ONLINE PLATFORM, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES WITH RESPECT TO COMPLIANCE WITH NIL AND RECRUITMENT LAWS THAT MIGHT IMPACT END USERS, AND ALSO DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

13.2 Limitation of Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, OUR AFFILIATES, OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR ONLINE PLATFORM AND PLATFORM SERVICES. THIS LIMITATION EXPRESSLY PRECLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES AGAINST THE COMPANY, EVEN IF FORESEEABLE BY YOU OR US.

SUBJECT TO ANY ADDITIONAL LIMITATIONS IN A SEPARATE AGREEMENT WITH YOU, IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS AND FEES PAID AND AMOUNTS AND FEES ACCRUED BUT NOT YET PAID BY YOU TO THE COMPANY FOR THE PLATFORM SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR LOSSES.

13.3 Indemnification. As indicated in these Terms of Use, we cannot and will not be liable for your misuse of our Online Platform or your breach of these Terms of Use. Accordingly, you agree to indemnify (which is a legal term of art, meaning you will compensate, reimburse, and protect us from certain losses), defend, and hold the Company and our affiliates, officers, directors, employees, representatives, licensors, agents, and client base harmless from and against any and all claims, losses, damages, judgments, costs, and expenses (including reasonable attorney fees) arising out of your misuse of our Online Platform, any violation of these Terms of Use, or your failure to comply with HIPAA or any other applicable privacy laws.

13.4 AI Statements.

We strive to implement industry acceptable procedures for the ethical and responsible use of any generative tools, machine learning, or other artificial intelligence technologies related to our Platform Services (each, an “AI Tool”). Although our support team will field questions concerning principles of transparency, accountability, and human interpretability in our use of AI Tools (if we use such tools), we do not make any express, implied, or other warranties to you or our client base as to the results obtained from our implementation of AI Tools for the Platform Services. For questions regarding our use of AI Tools (if at all), please contact us at the support email below.

13.5 HIPAA Limitation of Liability. Our liability for any breach of PHI, which is an impermissible use or disclosure of PHI, will be limited as permitted by applicable law and in accordance with our Privacy Policy, but we strive to take all reasonable steps to safeguard PHI in compliance with HIPAA (qualified in all respects by our classification and status under such law).

14. GENERAL TERMS.

14.1 Entire Agreement.

Except as specifically referenced or incorporated herein (for example, our Privacy Policy), these Terms of Use constitute the sole and entire agreement between you and the Company regarding the Online Platform and your use of our Platform Services. Subject to the priority of any separate Management Agreement for NIL-related matters and Athletes who engage with us directly, these Terms of Use supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Online Platform and your access to the Platform Services.

14.2 Severability.

If any provision of these Terms of Use is held by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

14.3 Governing Law; Geographic Scope. All matters relating to the Online Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction). Although our Platform Services are available to End Users in a number of jurisdictions, we are based in the United States. As such, we make no claims or representations that the Platform Services are fully accessible or appropriate for visitors outside of the United States.

14.4 Attorney Fees (limited scenarios).

In the event that we are required to pursue legal action against you to protect the Company’s rights under Section 4 (Ownership Matters), Section 6 (Trademarks), or Section 8 (Prohibited Uses), you fully acknowledge, understand, and agree to be responsible for all collection costs, reasonable attorney fees, court costs, and a collection fee as allowed by Utah Code § 12-1-11 or other applicable law.

14.5 ADA Compliance.

As you may already know, organizations that otherwise qualify as places of public accommodation must ensure that their public-facing websites comply with the Americans with Disabilities Act (the “ADA”). Because of the private nature of the Company’s Platform Services and Online Platform, the Company does not represent, warrant, or otherwise promise that the Online Platform is compliant with the ADA. If you have any questions or requests concerning ADA compliance, please contact us at the information set out below.

14.6 Contact Information. For questions about these Terms of Use or the Online Platform, please contact: admin@flxsports.com.

14.7 Notice to California Residents.

If you are a California resident visiting our Online Platform, in accordance with Cal. Civ. Code §1789.3, you may report valid complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.