The purpose of the Site is to connect individuals who wish to promote their name, image and or likeness and popularity on social media and in the general public (“End Users”) with fans, brands, or others (“Customers”) who wish to engage with selected End Users in a specified marketing activity (“Activity”) or to provide content, as well as to provide a location for where Customers can view unique content of their favorite individuals and teams (“Club”) via a subscription (“Club Membership”). End Users may connect with Customers for marketing purposes in return for the payment of a specified fee for each Activity (“Activity Fee”). Any user of the Site may be referred to herein as “you”. End Users and Customers may be referred to herein individually as “Party” or together as “Parties”.
We reserve the right to modify the Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.
Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.
These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us. Please read them carefully and review them regularly.
If you are under 13 years old, you may not use the Services. Parties under the age of majority in the jurisdiction in which you reside must be signed up and managed by their parent, legal guardian, or authorized Agent. When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. You also represent that your use of the Services does not violate any applicable law or regulation.
2. Registration & Account.
Certain Services or portions of the Site may require you to register for an account (“Account”). By registering for an Account, you grant us a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to display your name and likeness in a form clearly indicating your status as a platform or program participant, in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site, and other electronic communications. Notwithstanding anything to the contrary in this Section, upon the termination or cancellation of your Account, our rights to display your name and likeness will automatically terminate.
As part of the Account creation process, you may be asked to provide an email address or phone number, and a password unique to the Account (“Login Information”). You are responsible for maintaining the confidentiality of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You acknowledge and agree that you are solely responsible for any activities occurring under your Account. You acknowledge and agree that Actu8agency is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account. If you provide your Login Information to an agent or other individual who may act on your behalf, Actu8agency cannot remove that access from the individual; it is up to you to modify your Account by changing your password or other options to remove that individual’s access to your Account.
You acknowledge further that Actu8agency is not a legal representative and does not offer any legal advice, nor guarantee any advice or guidance that may be provided, and it is your responsibility as an Account holder to assure that you understand and adhere to all rules, regulations, and laws which may apply to you. These may be inclusive of, but not limited to regulations or policies of your organization, your institution, your conference, your state, and any Governing Bodies which may provide oversight of your activities.
In order to effectively utilize all the Services offered in your Account, you will need to register your financial account information so Actu8agency’s payment processor may take or make payments earned via the Services to you. You acknowledge and agree that you are solely responsible for the accuracy of the information you have provided and for assuring that the information is the most up to date so payments can be made effectively.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to Actu8agency’s benefit. We do not recognize the transfer of Accounts. You may not purchase, sell, gift, or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void.
You have the right to cancel your Account at any time. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute you may have with us.
- Permitted Uses/License.
You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device.
You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.
We urge all users to be responsible about their use of the Site and any transaction entered into via the Actu8agency Marketplace™ application. The Site provides the online marketplace to allow End Users and Customers to connect.
Actu8agency is not a party to any agreement between End Users and Customers. This is true even when the Site allows Customers and End Users to facilitate all deal activities from offer to payment on a completed Activity or providing other ancillary products or services. As a result, any part of an actual or potential transaction between an End User and Customer, including the requested Activity, the consideration required, the timing or duration of the agreement, and the legality of the Activity and other contractual requirements are solely the responsibility of each Party. By using this Site, each Party acknowledges and agrees that you are solely responsible for each agreement you enter into, including but not limited to assuring that each agreement adheres to all rules, regulations, and laws under which you are subject. Actu8agency is not a legal advisor and does not vouch for the legality of any agreement on the site or of any provisions within.
Parties agree that they are responsible for, and agree to abide by, all laws, rules, and regulations applicable to their use of the Site; their use of any tool, service, or product offered on the Site; and any transaction they enter into on the Site or in connection with their use of the Site.
While Actu8agency does take certain measures to assist End Users and Customers in avoiding potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact. If an End User or Customer receives an illicit message, harassment, or believes there to be any fraud, request for illegal activity, or any use the End User does not believe is a valid request on the Site, that End User should make an immediate report to support@Actu8agency.com and cease contact with the offending individual.
- Fees and Payment
Activity Fees. The minimum Activity Fee charged by each End User for an Activity may be listed on their profile page on the Actu8agency Site. By submitting a request, a Customer agrees to pay all amounts due in accordance with the payment terms in effect when the request is submitted, which include Activity Fees and also may include, but not be limited to marketplace, transaction, convenience, and/or processing fees (“Actu8agency Fees”) which may be added. All fees a Customer will be required to pay for an Activity will be made clear prior to the Customer submitting final approval of payment.
Club Fees. To register with a particular Club which will allow you to view the unique content of your chosen individuals or teams, you will be required to pay a subscription fee. The fee will be charged monthly or annually, per your selection upon creation of your Club Membership, and will be charged per your selection to the credit card you place on file at the time of creation of your Club Membership.
All transactions on the Actu8agency Site are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.
- Third-Party Sites.
The Site may contain links to websites we do not operate, control, or maintain (“Third-Party Websites”). We do not endorse any Third-Party Websites, and we make no representation or warranty in any respect regarding the Third-Party Websites. Any links to Third-Party Websites on the Site are provided solely for your convenience. If you do access any Third-Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third-Party Websites or our links thereto.
The Site may contain features and functionalities that link to or provide you with access to third-party content that is completely independent of Actu8agency, including content, data, postings, or other intellectual property shared by an End User or on and End User’s behalf (“End User Content“). End User Content may include websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of End User Content and other offerings that allow interactions with third parties, including between Parties, on the Actu8agency Platform are the sole responsibility of the people involved in those interactions. Actu8agency is not responsible for the content of the interactions you may have with third parties through End User Content or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, Customers agree not to contact or interact with any End User except as expressly permitted through our Site. You agree that Actu8agency may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Actu8agency if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release Actu8agency from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.
From time to time, an entity may be identified on an End User’s Account or be associated with the End User elsewhere as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the End User’s Account may indicate that all or a portion of the End User’s revenue from End User Content will be given to a Charity. Those arrangements are strictly between the End User and the Charity. Actu8agency is not a sponsor of, does not endorse, and is not affiliated with any End User Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Actu8agency). Unless expressly stated, Actu8agency does not control and makes no warranties about the Charity or any donation to the Charity.
The Site or the Services may include interactive areas in which content and information may be posted (referred to as “Party Content” regardless of form). The Party who posts such Party Content is solely responsible for all Party Content. We may, in addition to any other rights and remedies we may have against you at law or in equity, immediately, with or without notice to you, cease the distribution, display or other exploitation of any content which we believe violates these Terms, without any liability to you of any kind. We reserve the right to remove or modify any Party Content for any reason in our sole discretion.
When you post Party Content, you give us and our affiliates a nonexclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Party Content throughout the world in any media. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you. Notwithstanding the foregoing, if an End User is a student-athlete subject to the rules and regulations of the National Collegiate Athletic Association, we will not use any such User Content in a manner that would violate, or cause such a user to violate, such rules and regulations.
When you post Party Content, you represent and warrant to us that (1) you own the Party Content, (2) the posting of the Party Content does not violate any rights of any person or entity, (3) you have no agreement with or obligations to any third-party with respect to the rights granted herein and you have not and will not sell, assign, transfer, or convey any of the rights granted herein in a manner adverse to or in derogation of the rights granted to us, and (4) to the extent any “moral rights” or similar right exist in the Party Content and are not exclusively owned by us, you agree not to enforce any such rights as to us or our affiliates. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any Party Content posted by you to or through the Services.
- Party Conduct.
- Copyright Infringement.
We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address, and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give Actu8agency legally sufficient notice of infringement. Send copyright infringement complaints to our General Counsel, at the following email address: support@Actu8agency.com. We suggest that you consult your legal advisor before filing a DMCA notice with Actu8agency’s copyright agent. There can be penalties for false claims under the DMCA.
You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third-party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.
We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.
Any information published on this website regarding income, earnings, profits or personal financial status is for informational purposes only. The information may provide and/or be based upon both real-life examples and/or hypothetical examples of possible outcomes, which are in no way guarantees of what will occur in your specific situation. Financial outcomes depend on many factors including, but not limited to your level of engagement, personal responsibility, commitment, and abilities, in addition to factors that you and/or Actu8agency may not be able to fully anticipate. You agree that Actu8agency is not responsible for your success, or lack thereof. Your reliance on any information provided is at your own risk.
Not all individuals represented in the Actu8agency Marketplace are full users of the Actu8agency platform. Actu8agency does not represent or warrant in any way any partnership with any individuals or companies represented or found on the Marketplace.
Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
- Limitation of Liability.
You acknowledge and agree that your use of the Site is at your own risk and that the Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Actu8agency disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
In particular, Actu8agency makes no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that Actu8agency will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of the Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any End User Content, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through End User Content, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Actu8agency is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Actu8agency with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Actu8agency be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Actu8agency has been advised of the possibility of such damages.
Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to $100. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.
You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your Party Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.
- Electronic Signatures and Notices.
Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has the same legal rights and obligations as a physical signature.
If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
- Dispute Resolution.
Nebraska law governs these Terms. You agree that any disputes or claims under these Terms will be litigated exclusively in the state and federal courts located in Lancaster County, Nebraska. You agree that any claim arising under these Terms will be litigated on an individual basis and will not be consolidated with any claim of any other party.
- NCAA, Conference, Institutional and other Regulations.
We are in no way sponsored by the NCAA, any conference, or any institution. As a user of this Site, you are responsible for your own activities in connection with your use of the Site and the Service, and you are responsible for knowing and complying with any rules, regulations, and laws of any governing body to which you are obligated (including, but not limited to, your institution, state and/or federal government) (“Regulations”). You understand and agree that any Deal in which you take part of, may need to be reported. By accepting any Deal Terms, you are acknowledging and agreeing that you will report all activities to all entities as required by Regulations. If you act in violation of the Regulations, we may take reasonable steps in response, including, but not limited to, terminating your access to and use of the Site and/or the Service and/or reporting such conduct to the NCAA, your conference or institution, or other appropriate authorities or entities. We do not knowingly promote any violations of Regulations.
We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.
- What We Do.
Actu8agency provides technology to the athlete endorsement industry. We serve the full lifecycle of supporting athletes: educating, assessing, planning, sharing, creating, measuring, tracking, disclosing, regulating, listing, browsing, booking, and more.
Our industry-leading products – Actu8agency Compliance, Content, Education, and Marketplace – help athletes and their supporters understand, build, protect, and monetize their brand value. Specifically, for you, our Customer, we connect you with End Users whom you wish to engage in requested Activities.
- Searching and Booking an Activity.
Searching. Customers can search for End Users to perform an Activity by using different search criteria such as name, team, sport, and gender. Search results are based on an End User’s having an account with Actu8agency which is open to searching.
Booking. When you find your specified End User(s) and request an Activity from the End User(s), you are agreeing to pay the Activity Fee that End User has posted for the completed Activity, as well as additional fees including any Actu8agency Fees; the Actu8agency Fee and the Activity Fee together shall be referred to as the Total Fee (“Total Fee”). When you request the Activity, the Total Fee will be collected at that time.
- Fees and Payment
Minimum Activity Fee. The minimum Activity Fee may be listed on each End User’s profile page. Prior to checkout, the additional Actu8agency Fees shall also be displayed. By submitting a request, you agree to pay the Total Fee associated with each Activity. All fees you will be required to pay for an Activity will be made clear prior to you submitting final approval of payment. All transactions on the Actu8agency Site are settled in USD. You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.
Refunds. Once you have booked an Activity, if for some reason that Activity does not complete, the full amount charged will be put back into your Actu8agency Account balance for use on a future Activity. You may use that credit for any purchases on the Site until such time as the credit is fully redeemed. You may only use your credit for a purchase of the exact amount or an amount lower than the credit available. Any purchase over the amount of credit you have available will be charged in full to your payment method.
If you wish to receive a refund of those funds, Actu8agency will do so, however, you may not exchange or return an Activity once the request has been accepted by the End User.
If an Activity that you have paid for has not been completed, please inform Actu8agency by emailing support@Actu8agency.com and advising of the situation. At that point, Actu8agency will be able to help you with the refund process as outlined above.
Actu8agency Cancellations. Actu8agency reserves the right (but is under no obligation) to cancel any Activity request if: (i) the payment method is declined; or (ii) if the requestor has previously been banned or removed from the Site for any reason. If the Activity is cancelled at the behest of Actu8agency, a refund of the Total Fee shall be made to the original payment method.
Change of Activity Fee. The End User may change the Minimum Activity Fee at any time, by providing such change on their profile. If the change is made after an Activity is booked and payment has been made, the End User shall honor the original Activity Fee. Likewise, Actu8agency reserves the right to change the Actu8agency Fees or the payment procedures, including payment options and terms, either immediately upon posting on the Site or by other notice to you.
Content Issues. If there is an issue with the content provided by an End User (i.e., it contains offensive or profane material, or violates the intellectual property rights of you or another party) you can attempt to resolve the issue by working directly with the End User. If that is not possible, or if that fails, please contact support@Actu8agency.com and we will work with you to attempt to resolve the issue.
Taxes. You are responsible for payment of any taxes levied on the transactions you make through the Site.
- Your Responsibilities and Assumption of Risk. By creating an Account and continuing to use the Site, you represent and warrant that:
- You have not been prohibited from using or accessing any aspect of the Site by Actu8agency or pursuant to any applicable law, rule or regulation;
- You will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
- You (and any Account that you created or control) have not been previously banned or removed from the Site for any reason;
- You are not a convicted sex offender;
- You are not listed on any denied or restricted party lists or lists of persons subject to sanctions or restrictions, including lists administered by the U.S., UK or EU;
- You are not the subject or target of sanctions or restrictive measures administered by the U.S., UK or EU; and
- You are not located in a country or territory subject to comprehensive sanctions (currently, Crimea, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, and the Syrian Arab Republic).
END USER TERMS
- Marketing as an End User.
End User. As an End User, you have the opportunity to promote yourself and your social media network to companies seeking to have you market their products, and for fans who seek to engage you in activities (i.e., autographs, photographs, videos, social media messages, etc) in return for payment that you set (each referred herein as an Activity). You may set your own minimum fee (aka “Minimum Activity Fee”) and you may decide which Activities you will or will not pursue.
Actu8agency Promotion of Your Profile on the Actu8agency Marketplace. Actu8agency may, but shall not be required to, display content, data, postings, or other intellectual property shared by you or on your behalf (“End User Content“) on the Actu8agency Platform, on social media, and via other means of advertising to promote your profile and the Platform in general. After any such posting, you may request that we remove such posting at any time by contacting us at support@Actu8agency.com.
Contracting with Customers. When you accept an Activity request, you are entering into a contract directly with the Customer and are responsible for delivering the Activity under the terms specified in the agreed upon request and at the Activity Fee as specified on your Account.
Contract Responsibility. It is your responsibility to review and approve the terms of any agreement you enter into and to assure that any such agreement is not in violation of any rules, regulations, or laws you must follow. Actu8agency does not review these agreements and makes no warrant for any provisions contained therein. Any terms, policies or conditions that you include in any supplemental contract with Customers must: (i) be consistent with these Terms, the Actu8agency Privacy Policies, and the information provided on your Account, and (ii) be prominently disclosed prior to acceptance of an Activity.
If a Customer contacts you in an offensive manner, or requests that you perform an Activity that offends you, or may be questionable or offensive, you should immediately reject such a request and please send notification containing an outline of what the issue is and who provided it to support@Actu8agency.com. Please note, Actu8agency does not monitor all Activity requests, so if there is any issue, we ask that you please promptly report so we may review and take necessary steps.
Independence of End Users. Your relationship with Actu8agency is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Actu8agency, except that Actu8agency Payments acts as a payment collection agent as described in these Terms. Actu8agency does not direct or control your Account, Activity Fee, or Activities, and you agree that you have complete discretion whether and when to accept Activity requests, and at what price and on what terms to offer them, so long as that is clearly stated prior to any Activity request being submitted.
- Managing Your Account
End User Account. Your account and the safety and security thereof are your responsibility. You create Login Information and should not share this with anyone. If you give a third party permission to access your account, that individual will have access to all information, including but not limited to your financial information. An individual who is provided your Login Information will likewise have the ability to review and accept deal offers on your behalf. Actu8agency does not monitor your account and cannot stop, and shall not be responsible for, any fraud that may occur. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You acknowledge and agree that you are solely responsible for any activities occurring under your Account. You acknowledge and agree that Actu8agency is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account. If you provide your Login Information to an agent or other individual who may act on your behalf, Actu8agency cannot remove that access from the individual, it is up to you to modify your Account by changing your password or other options to remove that individual’s access to your Account.
Actu8agency Promotion of Your Profile within Actu8agency Clubs. Actu8agency may, but shall not be required to display End User Content on the Actu8agency Platform, on social media, and via other means of advertising to promote and fulfill Actu8agency Clubs. For any Club that is created, Actu8agency will sell varying levels of membership, of which 50% of the gross revenue generated from Actu8agency Clubs shall be distributed evenly among all End Users who have the rights to End User Content featured in the promotion or fulfillment of Actu8agency Clubs (“Club NIL Royalties”). Club NIL Royalties will be distributed quarterly along with an accounting of what was collected by Actu8agency and the total distribution made to End Users.
Opting out of Actu8agency Clubs. End Users may opt-out of their profile being used in the promotion of Actu8agency Clubs by contacting us at support@Actu8agency.com and requesting your End User Content and/or profile be removed from the Actu8agency Club(s). (This will remove the End User from the Actu8agency Club Page and will ensure that End User is not calculated in, and does not receive, royalties due to End User Content holders on a quarterly basis).
- Fees and Payment
Activity Fees. It is your responsibility to set your minimum acceptable Activity Fee for each Activity. These Activity Fees will be posted and made clear to any Customer who wishes to make an Activity request of you. You may change your Activity Fees but must honor an Activity Fee for an Activity that has already been accepted, even if your Activity Fee changes prior to the Activity being completed. Your Activity Fee will be released to your Account upon accepted proof of the completion of an Activity.
Cancellation. You may choose to cancel an Activity prior to performance of such. In the event of cancellation, any payment offered by Customer will not be released to your account. A Customer may likewise choose to cancel an Activity request prior to the Activity being fulfilled. If a Customer attempts to make a cancellation after you have fulfilled the requested Activity, payment for the portion of the Activity you have completed may be released to your Account. Any cancellation shall be subject to any terms you have agreed to with Customer upon accepting the Activity request. Actu8agency reserves the right (but is under no obligation) to cancel any Activity request if (i) the payment method is declined; or (ii) if the requestor or End User has previously been banned or removed from the Site for any reason.
You are responsible for payment of any taxes that are levied on the Activity Fees and other forms of compensation (e.g. non-cash compensation such as the value of gift cards, products, and/or apparel) you earn each year. Actu8agency will provide you with a Form 1099 at the end of each tax year, and it is your responsibility to properly report and remit any required payments. Actu8agency is not a legal or tax advisor and as such offers no warranty or representation regarding the amount you may owe or your requirements in filing your income tax. Actu8agency advises the hiring of a tax professional for any associated questions or issues you may have.
- What We Do.
Actu8agency hosts Clubs for certain individuals and teams. As a subscriber to any Club that Actu8agency hosts (“Club Member”), you will have access to unique content, photos, videos, and other information specific to that individual or team to which you have subscribed (“Club Content”).
- Joining a Club: To become a Club Member you must pay a subscription fee and create an Account on Actu8agency.com via the information provided within these Terms. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the Club site for the composition of passwords. To register for a Club Membership:
- you must be over the age of 13 and any Customers with a Club Membership under the age of majority in their jurisdiction must be signed up and have your account managed by a parent, legal guardian, or authorized agent;
- you must be permitted by the laws of the country or State/province where you are located to join the Club, to view any Club Content available on it and to use any functionality provided by it.
- You (and any account that you created or control(led)) must not have been previously banned or removed from any Actu8agency platform for any reason;
- You are not a convicted sex offender;
- You are not listed on any denied or restricted party lists or lists of persons subject to sanctions or restrictions including lists administered by the US, UK or EU;
- You are not the subject or target of sanctions or restrictive measures administered by the U.S., UK or EU; and
- You must provide such other information or verification records as we require.
If you do not meet the above requirements, you must not access or use Club, and if you are found in violation of any of the above, we reserve the right to cancel your Club Membership and/or your Account and prohibit any access to the Actu8agency Platform.
- Fees and Payment
Club Membership options. When you sign up for a Club Membership via the Actu8agency Platform, there are two options for subscriptions: a monthly option and an annual option (“Club Term”). To subscribe using either option, you must provide a valid credit card number. Your credit card will be charged for the amount agreed to at the time of signup (“Subscription Fee”). If you have selected a monthly subscription option, your card will be charged immediately for the first month and will be charged on the same day of each month thereafter until you cancel your account. If you select the annual subscription option, your card will be charged the amount indicated for the annual subscription and will be re-charged annually on the same day each year until such time as you cancel your Club Membership.
Cancelling your Club Membership.
- If you wish to cancel your Club Membership, you may do so by contacting us at support@Actu8agency.com and requesting your Club Membership be cancelled.
- The cancellation of your Club Membership will take place within a reasonable time following your request.You will continue to have access to your Clubs and the Club Content therein until such time as your last payment expires (i.e., if you have a yearly subscription that started October 1 and you terminate your Club Membership on September 1 of the following year, you will have access to your Club and the Club Content therein until September 30).
- Once your Club Membership has been cancelled you will not be charged any further amounts or have access to your former Club or its Club Content, and any cancelled subscriptions can only be renewed by re-subscribing and providing payment information and subscription options. You will receive an email confirmation upon the successful cancellation of your membership.
- Cancellation of your Club Membership will not cancel your Actu8agency Account. You will still have access to the Marketplace to interact with End Users and offer Deals through the Platform.
Taxes. You are responsible for payment of any taxes levied on the transactions you make through the Site.
- Restrictions on Club Contentreceived through your Club Membership. You agree that your Club Membership only provides you the right to view the Club Content that is posted during the Club Term. You acknowledge and agree that all Club Content provided is for personal use only and is not to be re-disseminated in any manner, for any purpose, at any time during your Club Term or after your Club Term expires. You acknowledge and agree that you are not the owner of any Club Content that is shared via your Club Membership, and that the owner of such Club Content is providing the Club Content only for use during your subscription term. You understand that any violation of the use of this Club Content may lead not only to the termination of your Club Membership with no refund of the Subscription Fee paid but may also lead to a legal cause of action against you on the part of the owner of the Club Content. Actu8agency is not responsible and will not indemnify you for any use of the Club Content in violation of the Terms or of the rights of a third party or the original owner of the Club Content.
28. Responsibility for Damages suffered by Club User. By creating an Account and continuing to use the Site, you acknowledge:
- You acknowledge and agree that your use of the Site is at your own risk and that the Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Actu8agency disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
- In particular, Actu8agency makes no representations or warranties about the accuracy or completeness of Club Content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that Actu8agency will have no liability for any: (i) errors, mistakes, or inaccuracies of Club Content; (ii) personal injury, property damage, or other harm resulting from your access to or use of the Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any Club Content posted or shared through our Site.
- You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Club Content, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through Club Content, will create any warranty not expressly made by us.
- You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Actu8agency is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Actu8agency with respect thereto.
- To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Actu8agency be liable to you or to any third-party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Actu8agency has been advised of the possibility of such damages.
- Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to $100. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.
- You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.
- Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
29. General: You agree that:
- If any aspect of your agreement with us is unenforceable, the rest will remain in effect.
- If we fail to enforce any aspect of your agreement with us, it will not be a waiver.
- We reserve all rights not expressly granted to you.
- No implied licenses or other rights are granted to you in relation to any part of Club, save as expressly set out in the Terms.
- Your agreement with us does not give rights to any third parties.
- You cannot transfer your rights or obligations under your agreement with us without our prior written consent.
- Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate the performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations.
- The Terms form the entire agreement between us and you regarding your access to and use of Club, and supersede any and all prior oral or written understandings or agreements between us and you.
- Terms relating to disputes. The law which applies to your agreement with us and where disputes and claims concerning your use of Club (including those arising from or relating to your agreement with us) can be brought:
- Your use of this Site: Your use of this Site is governed by the laws of the State of Nebraska which will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of Club, and (ii) any claim that we have you that arises out of or in connection with your agreement with us or your use of Club (including, in both cases, non-contractual disputes or claims).
- Limitation period for bringing claims:Except where prohibited by applicable law, any claim or cause of action which you have concerning Club (including those arising out of or related to your agreement with us) must be filed within one year after the date on which such claim or cause of action arose or the date on which you learned of the facts giving rise to the cause of action (whichever is the earlier), or be forever barred.
At Actu8agency, Athletes and their supporters are at the center of what do every day. Our vision is to Help Every Athlete. Our industry-leading NIL solutions help athletes understand, build, protect, and monetize their brand value. We connect supporters with Athletes in our marketplace to engage in NIL activities to connect fans, elevate brands, support local sponsors, and more. We take great care to appreciate your fandom, our athletes, and businesses.
The following Community Guidelines are here to help facilitate a community-wide understanding of expectations and standards of conduct while using Actu8agency. By using Actu8agency, you agree to these guidelines and our Terms of Service. Violating these guidelines may result in loss of access to Actu8agency.
- Actu8agency’s Community Guidelines are divided into the four following sections: Respect, Community, Safety, and Reliability.
Act with integrity and treat others with respect. All Users should:
- Not lie, misrepresent something or someone, or pretend to be someone else.
- Be polite and respectful when you interact with others.
- Not discriminate against or harass others.
All Users should note and understand that Actu8agency connects communities. All Users should:
- Not use this Platform to engage in conduct that is against the law or may cause another to break the law should they engage in such conduct.
- Not use this Platform to arrange for the provision of services with another User, then complete the transactions for those services outside of the Actu8agency Marketplace.
- Not use this Platform for purposes of competing with Actu8agency or to promote other products or services.
- Not interfere with our provision of, or any other User’s use of, the Actu8agency Marketplace or other services.
- Do not take any action that could damage or adversely affect the performance or proper functioning of the Platform.
- Do not use this Platform to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.
- Do not require or encourage End Users to open an account, with a third party website, application or service before, during or after making an activity request. If you have questions on this, please contact our Support Team (support@Actu8agency.com)
- Do not use this Platform to post “spam” or other unauthorized commercial communications
- Do not solicit another User’s username and password for the Platform or any other sensitive personal information, including bank details.
- Only use Actu8agency to communicate. Do not request or give a personal phone number, email address or physical address.
- If a User wishes to meet you in person, make sure to do so in a public space at a reasonable hour of the day. Athletes are encouraged to work with their NIL on-campus resource to identify locations.
- Understand and follow the laws that apply to you, and don’t present or accept a deal that will place you in potential trouble.
- Do not use the name, logo, branding, or trademarks of Actu8agency or others without permission.
- Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Actu8agency branding.
- When you request an Activity, or when you accept an Activity request, complete that Activity and/or payment for the Activity, unless there is a circumstance that restricts you from doing so, in which case, you should work together to determine a solution, and if you cannot, reach out to support@Actu8agency.com.