NILVaultAI Terms of Use — User Agreement

By accessing or using the NILVaultAI platform (the “Platform”), operated by Alvorant Inc. (“Company,” “we,” “us,” or “our”), you (“User,” “you,” or “your”) agree to be bound by these NILVaultAI Terms of Use — User Agreement (“Terms”). If you are entering into these Terms on behalf of a university, athletic conference, enterprise, agency, accounting firm, or other organization (“Organization”), you represent and warrant that you have the authority to bind such Organization to these Terms.

If you do not agree to these Terms, you must not access or use the Platform. We reserve the right to modify these Terms at any time by posting the revised version on the Platform. Your continued use of the Platform following any changes constitutes your acceptance of the updated Terms.

You must be at least 18 years of age to create an account on the Platform. If you are a student-athlete under 18, your parent or legal guardian must create and manage your account on your behalf in compliance with the Children’s Online Privacy Protection Act (COPPA).

Account Responsibilities

• You are responsible for maintaining the confidentiality of your account credentials.
• You agree to provide accurate, current, and complete registration information.
• You are responsible for all activities that occur under your account.
• You must notify us immediately of any unauthorized use of your account.
• University and enterprise accounts must designate an authorized administrator who accepts these Terms on behalf of the Organization.

NILVaultAI provides a neutral, technology-driven NIL (Name, Image, and Likeness) operating system that facilitates:

• Athlete Services (Free Tier): NIL deal tracking, NIL Go disclosure preparation, multi-state tax intelligence, contract management, and legal resource libraries.
• Institutional Services: Cap monitoring and modeling ($20.5M–$32.9M roster caps), NIL Go compliance automation, agreement-driven payment processing, conference-level redline approval workflows, athlete enrollment verification integration, and tax withholding management.
• Enterprise Services: Dedicated dashboards for apparel companies, sports agencies, accounting firms, and third-party service providers with custom analytics, athlete tracking, and data export capabilities.
• Professional Services: Tiered access for Certified Financial Planners (CFPs), sports agents, and insurance agents to assist clients with NIL-related advisory services.
• AI Agent: An artificial intelligence system designed to provide informational assistance regarding NIL compliance, tax obligations, and platform navigation. The AI Agent does not provide legal, tax, or financial advice.

Important: NILVaultAI is a neutral platform and takes no cut of any NIL deal. We are a system of record and compliance tool, not a marketplace.

4.1 Pricing Tiers & Source of Truth

All subscription pricing is listed on the NILVaultAI Pricing Page (the "Pricing Page"). The Pricing Page is the source of truth for all subscription fees. In the event of any conflict between these Terms and the Pricing Page, the Pricing Page as it existed at the time of your enrollment governs the fees you are charged; these Terms govern all non-pricing obligations (including use rights, data ownership, liability, and indemnity).

Current Pricing Tiers (as of June 2026):

• Athletes: Core platform is provided at no cost to student-athletes. An optional premium tier is available at $15/month (billed monthly or annually).
• Professional Advisors: $199/month (Essential), $349/month (Professional), $599/month (Premium) for CFPs, sports agents, and insurance agents. All plans include a 30-day free trial.
• University: $212,000 – $360,000/year, based on $150,000 base + athlete band + per-seat licensing.
• Conference Deployment: $441,000 – $662,000/year for multi-institution deployments.
• Agencies / Agents: $40,000/year.
• Brands: $60,000/year.
• Collectives: $150,000 base/year.
• Accounting Firms: $105,000/year.
• Media / MMR: Custom pricing — contact sales.
• Group Licensing: Custom pricing — contact sales.

4.2 Billing Terms

• Subscriptions are billed in the frequency selected during enrollment (monthly or annually). All fees are quoted in U.S. Dollars (USD).
• All fees are non-refundable except as expressly provided in the 30-Day Pilot Guarantee (for University and Conference plans) or as required by law.
• We reserve the right to modify pricing with 30 days' advance written notice posted on the Pricing Page and via email to the account administrator. Changes will not apply to subscriptions already paid for in the current billing period.
• Enterprise contracts (Media, Group Licensing, and any multi-year or multi-conference agreement) are governed by a separate Master Service Agreement (MSA) negotiated individually. In the event of a conflict between an MSA and these Terms, the MSA governs for that specific enterprise relationship.
• Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• If you are an Organization (university, conference, agency, brand, collective, or accounting firm), the individual who accepts these Terms on your behalf represents and warrants that they have authority to bind the Organization to these payment obligations.

4.3 Grandfathering

Customers who entered into a paid subscription before June 2026 and who are in good standing will be grandfathered at their current rate for the duration of their current subscription term, unless:

• they upgrade to a higher tier, in which case the then-current Pricing Page rate for the new tier applies; or
• they are on a month-to-month plan and receive a 30-day pricing change notice, in which case the new rate applies to the next billing cycle.

4.4 Price Discrepancy Resolution

If you believe there is a discrepancy between the amount charged and the price listed on the Pricing Page at the time of your enrollment, you must notify us in writing at [email protected] within 30 days of the charge date. We will review the dispute and, if an error is confirmed, issue a credit or refund within 10 business days.

NILVaultAI is designed to assist Users in meeting their regulatory obligations. However, Users remain solely responsible for their own compliance with all applicable laws, regulations, and governing body rules.

Platform Compliance Framework

• NCAA Compliance: The Platform supports NIL Go disclosure preparation, $600 threshold tracking, and 30-day reporting timelines as required by NCAA Division I policy (effective August 1, 2024).
• FERPA: University data is processed under institutional school official agreements with FERPA-grade data isolation and access controls.
• Tax Compliance: Multi-state tax nexus tracking, automatic withholding calculations for all 50 states, international student-athlete NRA withholding, and CPA-ready export functionality.
• State NIL Laws: The Platform tracks NIL disclosure requirements across all states with active NIL legislation.

The Platform does not constitute legal, tax, or financial advice. Users should consult qualified professionals for specific compliance guidance.

Your Data

You retain ownership of all data you input into the Platform (“User Data”). By using the Platform, you grant us a limited, non-exclusive license to process, store, and transmit your User Data solely to provide and improve the Platform services.

Our Intellectual Property

All Platform software, algorithms, interfaces, documentation, trademarks, and content created by Alvorant Inc. are protected by intellectual property laws. You may not copy, modify, distribute, reverse engineer, or create derivative works from any portion of the Platform without our prior written consent.

Aggregated & De-Identified Data

We may create anonymized, de-identified, and aggregated datasets from User Data for the purposes of improving the Platform, generating market intelligence reports, and conducting research. Such data will not identify any individual User, athlete, or Organization.

You agree not to:

• Use the Platform for any unlawful purpose or in violation of NCAA rules, state, or federal law.
• Use NIL data obtained through the Platform as recruiting inducements in violation of NCAA policy.
• Attempt to access data belonging to other Users, athletes, or Organizations without authorization.
• Circumvent, disable, or interfere with security features of the Platform.
• Transmit viruses, malware, or any code of a destructive nature.
• Use automated means (bots, scrapers, crawlers) to access the Platform without our express written consent.
• Resell, sublicense, or redistribute Platform access or data to third parties.
• Misrepresent your identity, authority, or affiliation with any entity.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALVORANT INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless Alvorant Inc., its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use of the Platform.
• Your violation of these Terms or any applicable law, regulation, or NCAA rule.
• Your User Data or any content you submit to the Platform.
• Any dispute between you and a third party (including athletes, universities, or enterprises) arising from your use of the Platform.

We may suspend or terminate your access to the Platform at any time, with or without cause, including for violation of these Terms. Upon termination:

• Your right to access the Platform immediately ceases.
• We will retain your User Data for 90 days to allow you to export your information, after which it will be securely deleted in accordance with our data retention policies.
• Enterprise customers with active MSAs will be governed by the termination provisions of their specific agreements.
• Provisions that by their nature should survive termination (including liability limitations, indemnification, and governing law) shall survive.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware. Each party shall bear its own costs and attorneys’ fees, except as otherwise provided by law.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Class Action Waiver

YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable MSA, constitute the entire agreement between you and Alvorant Inc.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We shall not be liable for any failure to perform due to circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
• Notices: We may provide notices to you via email, in-app notification, or posting on the Platform. You may contact us at [email protected].