Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Rize Market LLC, doing business as NIL Desk ("Company," "we," "us," or "our"), governing your access to and use of the NIL Desk platform, website, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old.

• "Service" means the NIL Desk platform, including the website at nildesk.io, web application, APIs, and all related tools and features.
• "User" or "you" means any individual who accesses or uses the Service, whether as an Athlete or Compliance Admin.
• "Athlete" means a current or former college athlete who uses the Service to manage their personal NIL deals. Athlete accounts are free.
• "Compliance Admin" means an authorized representative of an Institution who uses the Service to monitor and manage NIL deal compliance across their institution's athletes.
• "Institution" means a university, college, or other educational institution that subscribes to the Service through a Compliance Admin.
• "Deal" or "NIL Deal" means a Name, Image, and Likeness agreement or opportunity recorded on the Service.
• "Content" means any data, text, documents, files, images, or other materials uploaded to or created within the Service by a User.

To use the Service, you must:

• Be at least 18 years of age.
• Be located in the United States.
• If registering as an Athlete, be a current or former college athlete eligible to enter into NIL agreements.
• If registering as a Compliance Admin, be authorized by your Institution to access and manage NIL compliance data on behalf of that Institution.
• Provide accurate, current, and complete information during registration and keep your account information up to date.

We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion if we believe any of these eligibility requirements are not met.

When you create an account, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

• You must not share your account credentials with any other person.
• Each individual may only maintain one account. Shared or duplicate accounts are not permitted.
• You must notify us immediately at legal@nildesk.io if you become aware of any unauthorized access to or use of your account.
• We are not liable for any loss or damage arising from your failure to protect your account credentials.

We may suspend or terminate your account at any time if we reasonably believe you have violated these Terms or if your account poses a security risk.

If you register as an Athlete, the following additional terms apply:

• Free Access: Athlete accounts are free and will always remain free. There are no fees, subscriptions, or hidden charges for Athletes.
• Accurate Reporting: You are responsible for accurately reporting all NIL deal information, including brand names, compensation amounts, terms, and dates. Inaccurate or fraudulent reporting may result in account termination.
• Deal Visibility: Deals in the "Inquiry" stage may be kept private. However, once a deal reaches the "Signed" stage or beyond, it becomes visible to the Compliance Admin(s) at your Institution. This is a core compliance requirement and cannot be overridden.
• Data Retention: Compliance records related to your signed NIL deals are retained for 7 years after deal completion, in accordance with NCAA compliance requirements. This retention applies even if you delete your account.
• Account Deletion: You may request deletion of your account at any time. Account deletion anonymizes your personal information (name, email, contact details) but preserves deal records in a de-identified form for institutional compliance purposes. See our Privacy Policy for full details.

If you register as a Compliance Admin on behalf of an Institution, the following additional terms apply:

• Paid Subscription: Institutional access requires a paid subscription. Pricing tiers are: Standard ($10,000/year), Power Conference ($25,000/year), and Enterprise ($40,000/year). A free tier is available with support for up to 15 athletes.
• Authorization: By creating a Compliance Admin account, you represent that you are authorized by your Institution to access athlete NIL deal data and manage compliance on behalf of that Institution.
• Read-Only Deal Access: Compliance Admins can view, filter, flag, and add notes to athlete deals, but cannot modify the deal data entered by athletes.
• Account Restrictions: Compliance Admin accounts cannot be self-deleted due to institutional data integrity requirements. To remove a Compliance Admin account, contact us at legal@nildesk.io.
• Institutional Responsibility: Your Institution is responsible for ensuring that only authorized personnel have access to the Compliance Admin account and that the account is used in accordance with these Terms.

Institutional subscription payments are processed by our third-party payment provider, Polar.sh. We do not directly store or process credit card information.

• Subscriptions are billed annually and auto-renew at the end of each billing period unless cancelled before the renewal date.
• We do not offer refunds for partial subscription periods, except where required by applicable law.
• We reserve the right to change subscription pricing with at least 30 days' advance notice. Price changes take effect at the start of the next billing cycle.
• If payment fails, we may suspend access to institutional features until payment is resolved.
• All fees are stated in U.S. dollars and are exclusive of applicable taxes.

You agree not to use the Service to:

• Violate any applicable federal, state, or local law or regulation.
• Submit false, misleading, or fraudulent deal information or account details.
• Impersonate another person or create an account on behalf of someone else without their authorization.
• Upload viruses, malware, or any other malicious code or files.
• Attempt to gain unauthorized access to other users' accounts, data, or any part of the Service infrastructure.
• Use automated tools, bots, scrapers, or crawlers to access, extract, or index data from the Service without our prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to harass, threaten, defame, or harm any other person.

Violation of these rules may result in immediate suspension or termination of your account.

Our Property: The Service, including its design, code, features, logos, trademarks ("NIL Desk" and the NIL Desk logo), and documentation, is owned by Rize Market LLC and is protected by U.S. and international intellectual property laws. You may not copy, modify, distribute, or create derivative works of any part of the Service without our express written permission.

Your Content: You retain ownership of all Content you upload to the Service (deal data, documents, files). By uploading Content, you grant us a limited, non-exclusive, royalty-free license to store, process, display, and transmit your Content solely as necessary to provide and improve the Service.

We do not claim ownership of your Content and will not use it for any purpose other than providing the Service, except as required by law.

The Service uses artificial intelligence (powered by the Anthropic Claude API) to extract deal terms from emails forwarded to the platform. You should be aware of the following:

• AI-extracted deal information is advisory only and may contain errors. You are solely responsible for reviewing and verifying all AI-extracted data before accepting it.
• Confidence scores are provided for AI extractions but do not guarantee accuracy.
• Email content sent for AI processing is transmitted to Anthropic's API for analysis. Anthropic does not use this data for model training. See Anthropic's Privacy Policy for details.
• We are not liable for any decisions made based on AI-extracted information. Always verify deal terms with the original source documents.

To support NCAA compliance requirements, the Service retains deal records for 7 years after a deal reaches the "Completed" or "Paid" stage. This retention period applies regardless of whether an Athlete deletes their account.

When an Athlete deletes their account, personal identifying information (name, email, contact details) is anonymized, but deal records are preserved in a de-identified form to maintain institutional compliance records.

After the 7-year retention period expires, deal records are permanently deleted through an automated cleanup process.

For full details on how we handle your data, please see our Privacy Policy.

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, error-free, or secure.
• Any defects will be corrected in a timely manner.
• The results obtained from using the Service will be accurate or reliable.

NIL Desk does not provide legal, tax, financial, or compliance advice. The Service is a tool for managing and tracking NIL deals. You should consult your own legal, tax, and compliance professionals for advice specific to your situation.

To the maximum extent permitted by applicable law, Rize Market LLC and its officers, directors, employees, and agents 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 Service.

Our total cumulative liability for all claims arising out of or relating to these Terms or the Service shall not exceed:

• For paid accounts: the total fees paid by your Institution in the 12 months immediately preceding the event giving rise to the claim.
• For free Athlete accounts: one hundred U.S. dollars ($100).

We are not liable for any outages, data loss, or service disruptions caused by third-party services (including Supabase, Polar.sh, Vercel, or Anthropic).

You agree to indemnify, defend, and hold harmless Rize Market LLC and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service or any activity under your account.
• Content you upload, submit, or transmit through the Service.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any third party's rights, including intellectual property or privacy rights.

By You: Athletes may terminate their account at any time by using the account deletion feature in the platform. Compliance Admins may request account termination by contacting us at legal@nildesk.io.

By Us: We may suspend or terminate your account immediately, without prior notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a risk to other users or the integrity of the Service.

Service Discontinuation: If we decide to discontinue the Service entirely, we will provide at least 90 days' advance notice via email and in-app notification. During this period, you may export your data.

Upon termination, your right to use the Service ceases immediately. Data retention obligations (Section 11) survive termination.

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page.
• Notify you via email and/or in-app notification.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service and, if applicable, delete your account.

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

Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Summit County, Ohio. You consent to the personal jurisdiction of these courts and waive any objection to venue.

Before filing a formal legal claim, you agree to first attempt to resolve the dispute informally by contacting us at legal@nildesk.io. We will attempt to resolve the dispute within 30 days of receiving your notice.

If you have any questions about these Terms, please contact us: