Terms and Conditions

Agreement between User and Athletiverse, Inc.

Last updated on: February 26, 2023

Welcome to Athletiverse! By signing up for an Athletiverse Account (as defined in Section 1) you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “Athletiverse” means Athletiverse, Inc..  

As used in these Terms of Service “you”, “advertiser” and “business” means the business user (if registering for or using Athletiverse as an individual), or the business employing the Athletiverse User (if registering for or using Athletiverse as a business) and any of its affiliates.

As used in these Terms of Service “you”, “athlete” and “influencer” means the student-athlete user registered with Athletiverse.  

As used in these Terms of Service “engagement” means a binding agreement between the Business and Athlete for the athlete to post Materials as specified by the business to the social media account specified in the Athletes Athletiverse account.  An engagement is a single posting by the Athlete as specified by the business in the engagement console of the System.  (Athletiverse is not responsible for any agreements made outside the System as defined below)

Athletiverse provides a software platform that allows businesses to advertise and promote their brands, products and services using the social media reach and influence of student athletes.  The platform allows businesses to search for and select athletes, upload and manage Content and pay for influencer services.  The services offered by Athletiverse are referred to in these Terms of Services as the “Service(s)”.  New features and tools which are added to the current Services will also be subject to the Terms of Service.  The current version of the Terms of Service is available for review anytime at https://www.athletiverse-nil.com/termsandconditions.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service.

1.   General Account Terms

a.     To access and use the Services as a business, you must register for an Athletiverse account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Athletiverse may reject your Account, or restrict access for an existing Account, for any reason, at our sole discretion.

b.     To access and use the Services as an athlete, you must register for an Athletiverse account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid college or university email address, and any other information indicated as required. Athletiverse may reject your Account, or restrict access for an existing Account, for any reason, at our sole discretion.

c.     You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

d.     You confirm that you are receiving any Services provided by Athletiverse for the purposes of carrying on a business activity and not for any personal, household or family purpose.

e.     You acknowledge that Athletiverse will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Athletiverse and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Athletiverse can only be authenticated if they come from your Primary Email Address.

f.      You are responsible for keeping your password secure. Athletiverse cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

g.     Technical support in respect of the Services is only provided to Athletiverse Users. Questions about the Terms of Service should be sent to Athletiverse Support.

h.     You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Athletiverse.

i.      You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process engagement payments outside Athletiverse’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

j.      You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

k.     You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Athletiverse or its affiliates.

l.      As an athlete you agree that to receive payout from Athletiverse you will proved Athletiverse with you social security number (SSN) and permanent mailing address

m.   You warrant that you are the rightful owner of the Instagram professional account you associate with your Athletiverse Account

2.   Account Activation

2.1 Business

1.     The person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service.  The legal name of the business and the permanent address of the business will be made visible to the athlete at the time and engagement is offered.

2.     If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.2 Athlete

1.  The athlete signing up for the Service must be enrolled at a US based college or university and register for an account an email account that contains a recognized college or university domain name and generally contains .edu extension.  Failure to maintain an active email account from a known US based college or university will result in account suspension.

            2.  The athlete signing up must provide full legal name and permanent mailing address

            3.  The athlete warrants they are the owner of the social media account associated with the Athletiverse account

            4.  Athlete acknowledges that payment will not be issued to them until they have entered their permanent mailing address and social security number on their Athletiverse account.

            5.  Upon registration the athlete is required to notify the appropriate compliance authority at their college of university that they have registered with Athletiverse.

3.   Athletiverse Rights

1.     The Services have a range of features and functionalities. Not all Services or features will be available to all businesses at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

2.     Athletiverse does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.

3.     Verbal or written abuse of any kind (including threats of abuse or retribution) of any Athletiverse employee, member, or officer will result in immediate Account termination.

4.     We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Athletiverse employees and contractors may also be Athletiverse businesses or influencers and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

5.     In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.

6.     Athletiverse reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Athletiverse reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

7.     Athletiverse reserves the right to suspend or cancel an Account for failure to comply with these Terms of Service

8.     Athletiverse reserves the right to verify the status of athletes as current-student athletes at a recognized US based college or university.  If an athlete cannot be verified they will be notified via the email associated with their Athletiverse account.  The athlete will have seven(7) days to respond and resolve deficiencies.  Athletiverse may withhold any payments due under such circumstances.

4.  Business Responsibilities

1.     You acknowledge and agree that you have the expressed right to disseminate and share Materials uploaded to Services 

2.     You acknowledge and agree that the Services are not a marketplace, and any Engagement made through the Services is directly between you and the athlete. You are the advertiser of record for all items you upload to Services.  You represent and warrant that your Materials will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Athletiverse will not be the merchant or record and will have no responsibility for Materials and content provided to athletes through the Services.

3.     You are solely responsible for the content, description and Engagement description you offer through the Services, including compliance with any applicable laws or regulations.

4.     You may not use the Athletiverse Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your athlete’s jurisdiction.  You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

5.     You may not enter into any influencer agreements with Athletiverse athletes outside of the System without the expressed written consent of Athletiverse.  Violations may result in account suspension or cancellation.

5.  Athlete Responsibilities

1.     You acknowledge and agree that the Services are not a marketplace, and any Engagement accepted by you is between you and the Business.  

2.     You acknowledge and agree that posting of Materials will be on the Instagram account associated with the Athletiverse account only.  Posting of content on any other account will result in a forfeiture of payment.

3.     You acknowledge and agree that you are the poster of record on Instagram and therefore required to ensure that posted content is compliant Instagram Terms of Use policy.

4.     You acknowledge and agree to make best effort to post content provided by business in accordance with Engagement description.

5.     You acknowledge and agree that failure to post Engagement materials in the timeframe required in the Engagement may result in non-payment.

6.     You agree that posted content will remain visible on your social media account for a period of not less than 14 days from the posting date or as provided by in the Engagement instructions.

7.     You agree that you will not provide influencer services for an Athletiverse business account holder outside of the Athletiverse platform.

8.     You agree to cooperate with reasonable requests from the business in regard to posted content.

9.     You agree to remove any content as requested by Athletiverse within 12 hours or face suspension or cancellation of your Account.

10.  You are solely responsible for the content you post, including compliance with any applicable laws, regulations and mandates or your college or university Compliance department.

11.  You acknowledge and agree that you are solely responsible for any and all personal tax liabilities.

6.   Engagement Fees and Payouts

1.     Payment of engagement fees are required prior to the athlete being notified of a pending engagement.

2.     Athletiverse will only issue payments to athletes via Venmo or Paypal.

3.     Electronic payments to Athletes will occur with 96 hours of the posting.

7.   Refunds

1.     The business has 24 hours from the time of posting to notify Athletiverse if an Athlete posting is not in compliance with the Engagement instructions.

2.     The business has 24 hours from the time of posting to notify Athletiverse if an Athlete posting is not in compliance with the Engagement instructions.

3.     Athletiverse will work with the Athlete to correct the situation.  The Athlete has 24 hours to take corrective action

4.     If the Athlete fails to resolve the issues with the 24hour period Athletiverse at its discussion may issue a credit, partial refund or full refund.

5.     Business will be notified via email of pending refund.  Refunds will be issued with 72 hours of email notification

8.   Confidentiality

1.     “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Athletiverse’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

2.     Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

9.   Limitation of Liability and Indemnification

1.     You expressly understand and agree that, to the extent permitted by applicable laws, Athletiverse and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

2.     You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Athletiverse partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and Engaged Athlete, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.

3.     You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

4.     Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

5.     Athletiverse does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

6.     Athletiverse does not warrant that the results that may be obtained from the use of the Services.

7.     Athletiverse is not responsible for any of business or athlete tax obligations or liabilities related to the use of Athletiverse Services.

8.     Athletiverse does not warrant that the quality of services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

10.                 Intellectual Property and Your Materials

10.1 Your Materials

1.     We do not claim ownership of the Materials you provide to Athletiverse or Athletes; however, we do require a license to those Materials. You grant Athletiverse and Athlete a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of Athletiverse and Athlete and agree that this waiver may be invoked by anyone who obtains rights in the materials through Athletiverse, including anyone to whom Athletiverse may transfer or grant (including by way of license or sublicense) any rights in the Materials.

2.     If you owned the Materials before providing them to Athletiverse then, despite uploading them to Athletiverse they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove cancel your Account. Cancelling your account does not terminate any rights or licenses granted to the Materials that Athletiverse requires to exercise any rights or perform any obligations that arose during the Term.

3.     You agree that Athletiverse can, at any time, review and delete any or all of the Materials submitted to the Services, although Athletiverse is not obligated to do so.

4.     You grant Athletiverse a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Account (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Athletiverse requires the license to exercise any rights or perform any obligations that arose during the Term.

10.2 Athletiverse Intellectual Property

1.     You agree that you may not use any trademarks, logos, or service marks of Athletiverse, whether registered or unregistered, including but not limited to the word mark Athletiverse, the word mark Engage or Engagement unless you are authorized to do so by Athletiverse in writing. You agree not to use or adopt any marks that may be considered confusing with the Athletiverse Trademarks. You agree that any variations or misspellings of the Athletiverse Trademarks would be considered confusing with the Athletiverse Trademarks.

2.     You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Athletiverse or Athletiverse Trademarks or that use or include any terms that may be confusing with the Athletiverse Trademarks.

3.     You acknowledge and agree that the Terms of Service do not give you any right to implement Athletiverse patents.

11.                 Feedback and Reviews

Athletiverse welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Athletiverse be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Athletiverse (whether submitted directly to Athletiverse or posted on any Athletiverse hosted forum or page), you waive any and all rights in the Feedback and that Athletiverse is free to implement and use the Feedback if desired, as provided by you or as modified by Athletiverse, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Athletiverse must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Athletiverse reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

12.                 DMCA Notice and Takedown Procedure

Athletiverse supports the protection of intellectual property and asks Athletiverse account holders to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our businesses is infringing their intellectual property rights, they can send a DMCA Notice to Athletiverse designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. If the material has been posted to an Athlete’s social media account Athletiverse will request the Athlete remove the materials immediately.  Once provided with a notice of takedown, the business can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the business from engaging in the infringing activity, otherwise we restore the material. 

Athletiverse will not issue refunds resulting from the removal of content due to intellectual property infringement.

13.                 Privacy and Data Protection

Athletiverse is firmly committed to protecting the privacy of your personal information.   By using the Service, you acknowledge and agree that Athletiverse’s collection, usage and disclosure of this personal information is governed by our privacy policy.

14.                 Term and Termination

1.     The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).

2.     You may cancel your Account and terminate the Terms of Service at any time by contacting Athletiverse support and then following the specific instructions indicated to you in Athletiverse’s response.

3.     Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

4.     Upon termination of the Services by either party for any reason:

1.     Athletiverse will cease providing you with the Services and you will no longer be able to access your Account;

2.     unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

3.     any outstanding balance owed to Athletiverse for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

5.     If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

15.                 Modifications

1.     We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Athletiverse administrative console, or by similar means. However, Athletiverse may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

16.                 General Conditions

1.     The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Athletiverse and govern your use of the Services and your Account, superseding any prior agreements between you and Athletiverse (including, but not limited to, any prior versions of the Terms of Service).

2.     The failure of Athletiverse to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

3.     Save for Athletiverse and its affiliates, you or anyone accessing Athletiverse Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

4.     The Terms of Service will be governed by and interpreted in accordance with the laws of Delaware without regard to principles of conflicts of laws.

5.     All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Athletiverse will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Athletiverse’s prior written consent, to be given or withheld in Athletiverse’s sole discretion.

6.     If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

7.     On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1 (Intellectual Property and Your Materials), 9.7(8)-(10) (Third Party Services, Experts, and Experts Marketplace), 10 (Feedback and Reviews), 12 (Privacy and Data Protection), 13 (Athletiverse Contracting Party), 14 (Cancellation and Termination), 15(1) (Modifications), and 16 (General Conditions) will survive the termination or expiration of these Terms of Service.

Athletiverse, Inc
8465 W. Sahara #528

Las Vegas, NV, 89117