Terms of Service

By accessing or using DirectNIL (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use the Platform. These Terms apply to all users, including athletes, brands, agents, agencies, schools, local businesses, and any other entity or individual using the Platform.

DirectNIL is a social platform that connects athletes with brands, businesses, agents, agencies, and schools for the purpose of facilitating Name, Image, and Likeness ("NIL") opportunities. By using the Platform, you acknowledge that DirectNIL is a technology and social networking service, not a party to any NIL deal, contract, or transaction formed between users.

DirectNIL is a social platform and online marketplace that provides tools for users to discover, connect, communicate, and transact with one another. DirectNIL is not a sports agent, talent agency, talent broker, contract negotiator, or legal representative. DirectNIL does not broker, negotiate, or arrange deals on behalf of any user.

Many states require a valid sports agent license to act as or hold oneself out as a sports agent, athlete agent, or talent broker. DirectNIL does not hold any such license and does not engage in any activity that would require one. The Platform merely provides a venue for users to connect and transact independently. Users who wish to broker, negotiate, or represent others in NIL deals are solely responsible for obtaining any required licenses, registrations, or certifications under applicable federal, state, and local law.

DirectNIL does not prohibit brokering activity outright; however, any user engaged in brokering, agent, or representative activity is solely responsible for compliance with all applicable licensing and regulatory requirements. DirectNIL has no responsibility or liability for any user's failure to obtain or maintain required licenses.

Agents and agencies using the Platform's agent/agency features do so as independent users. DirectNIL does not employ, partner with, or supervise agents or agencies. Commission agreements between agents and athletes are private contracts between those parties, and DirectNIL has no role in enforcing, collecting, or guaranteeing commission payments.

Athletes must be currently enrolled student-athletes or individuals eligible under their school's and the applicable governing body's (e.g., NCAA, NAIA, state law) NIL rules. Brands and businesses must be legitimate entities or individuals seeking authentic NIL partnerships. Agents and agencies must hold any licenses required by applicable law to operate in their jurisdiction.

Athletes under the age of 18 ("Minors") must obtain parental or legal guardian consent to use the Platform. DirectNIL requires parental consent verification for Minors during onboarding. Parents or guardians who provide consent acknowledge that they are legally responsible for the Minor's NIL activities and transactions conducted through the Platform.

Users must provide accurate and complete information when creating an account and profile. By creating an account, users agree to these Terms and the Privacy Policy. DirectNIL uses automated AI-driven verification to review new profile submissions. This verification is a convenience feature and does not constitute a guarantee of any user's identity, background, legitimacy, or qualifications.

Agents and agencies may submit licensing documentation for compliance verification. DirectNIL performs a basic review of submitted documents and displays a "Compliance Verified" badge on verified profiles. This badge is a convenience feature only and does not constitute an endorsement, guarantee, or warranty of any agent's or agency's qualifications, licensing status, legality, or conduct. DirectNIL does not independently verify the authenticity, validity, or currency of any license with issuing authorities. Users are solely responsible for conducting their own due diligence before entering into any representation agreement. DirectNIL is not liable for any agent's or agency's actions, omissions, misrepresentations, or failure to maintain required licenses.

Users are solely responsible for maintaining the security of their account credentials. DirectNIL is not liable for any unauthorized access to a user's account.

To protect the integrity of the DirectNIL community and ensure authentic engagement, users must have a profile in at least one sector (Athlete, Brand, Agent, Agency, School, or Service Partner) before they can interact with other users on the Platform. Interactions that require a profile include: sending direct messages, creating group chats, following other users, posting to the community feed, leaving reviews, proposing deals, and requesting representation.

Signed-in users who have not yet created a profile will be prompted to create one before they can perform any of the above actions. Users who are not signed in will be redirected to the login page. This requirement helps ensure that every user on the Platform is identifiable and accountable for their interactions.

Browsing public content — including viewing athlete, brand, agent, agency, school, and service partner profiles, the NIL Hub, and the community feed — does not require a profile. Only active engagement with other users requires a profile.

DirectNIL reserves the right to determine what constitutes an "interaction" and to update this policy at any time. Users who create profiles solely to harass, spam, or defraud other users may have their profiles and accounts removed.

DirectNIL charges a tiered platform fee on every completed NIL deal. The fee is charged to the brand on top of the athlete's agreed compensation — the athlete always receives 100% of the agreed deal amount. The fee is calculated using progressive brackets (like tax brackets), meaning each portion of the deal amount is charged at its bracket's rate:

• 20% on the first $1,000
• 15% on $1,001–$5,000
• 12.5% on $5,001–$10,000
• 10% on $10,001–$25,000
• 7.5% on $25,001–$50,000
• 5% on amounts above $50,000

The specific fee for each deal is displayed at the time of deal creation and at checkout. For installment (long-term) deals with multiple milestones, the platform fee is calculated per milestone — each milestone's amount is evaluated against the tiered brackets independently, and the per-milestone fee is charged when that milestone is approved. This means the total fee for an installment deal may differ from the fee that would apply to a lump-sum deal of the same total value.

DirectNIL offers subscription plans for athletes, brands, agents, agencies, and service partners. Subscription pricing is displayed on the Platform at the time of purchase. Certain promotional waivers may apply, including but not limited to free-tier exemptions for early-adopter brands (limited to the first five qualifying brands), free join-fee waivers for early-adopter agencies (limited to the first six qualifying agencies), and free Premier subscriptions for early-adopter service partners (limited to the first five qualifying partners). Signature Dropshop is designated as a permanent platform partner and is exempt from brand subscription fees regardless of the early-adopter limit. DirectNIL reserves the right to modify pricing, fees, and promotional offers at any time.

Agency Partnership Fee — Annual Recurring Subscription. Agencies are required to pay an annual partnership fee ($1,000 USD) to maintain an active presence on the Platform. This fee is billed as a recurring annual subscription. If an agency cancels its annual subscription, the agency's profile will be permanently removed from the Platform. Rejoining the Platform requires creating a new agency profile and paying the annual partnership fee again. Agencies acknowledge that the annual fee is mandatory for platform participation and that cancellation results in immediate removal — the agency will not be downgraded to a free tier. Any athletes, agents, or deals associated with the cancelled agency profile may lose their agency affiliation links.

Service Partner Subscriptions. NIL Service Partners may subscribe to either a Premium or Premier tier. Premier Partners receive enhanced visibility and features. Service Partners retain 100% of their service revenue — DirectNIL does not take a commission on Service Partner transactions.

For deals involving agents with active commission agreements, the athlete's agreed commission rate is automatically deducted from the athlete's payout and transferred to the agent's connected Stripe account. Commission types supported include percentage-based, flat-fee, and hybrid (percentage plus flat fee per deal). For installment deals, flat-fee and hybrid commissions are split evenly across milestones. DirectNIL facilitates this transfer as a payment processor but is not a party to the commission agreement.

DirectNIL uses a charge-on-completion payment model. The Platform does not hold, escrow, or custody any funds at any point during a deal. Here is how the payment flow works:

1. Card Saved (No Charge). When a brand agrees to a deal, the brand saves a payment method (credit/debit card) via Stripe's secure Setup mode. The card is validated by Stripe but no charge is made at this step. The saved card is reused for all future deals — the brand only needs to enter their card once. The deal status moves to "in progress" and the athlete can begin working.

2. Athlete Marks Work Done. When the athlete completes the work (or a milestone, for installment deals), they click "Mark Done" on the Platform. This notifies the brand that deliverables are ready for review.

3. Brand Approves → Card Charged. When the brand clicks "Approve," the brand's saved card is charged for the deal amount plus the platform fee. The platform retains the fee, and the deal amount is immediately transferred to the athlete's (and agent's/agency's, if applicable) Stripe Connect account. Money moves directly from the brand's card to the athlete — it never sits in a platform-controlled account.

4. 7-Day Auto-Release. If a brand does not approve or request changes within seven (7) days of the athlete marking the work done, the Platform automatically charges the brand's saved card and releases payment to the athlete. This auto-release feature protects athletes from non-responsive brands. For installment deals, the 7-day auto-release applies to each milestone independently. Brands are solely responsible for reviewing submissions in a timely manner. DirectNIL is not liable for any auto-release that occurs because a brand failed to act within the seven-day window. If a brand identifies an issue with the deliverables after auto-release has occurred, the brand's sole recourse is against the athlete directly.

5. Failed Charges & Retry. If the brand's card is declined at the time of approval (insufficient funds, expired card, etc.), the deal is marked as "payment failed" and the brand is notified. The brand can update their saved card and retry the charge. The athlete is not paid until a successful charge occurs. DirectNIL is not liable for delays caused by failed charges or card updates.

Installment (Long-Term) Deals. For deals with multiple milestones, each milestone follows the same charge-on-completion flow independently: the athlete marks a milestone done, the brand approves (or it auto-releases after 7 days), and only that milestone's amount plus its fee is charged. The brand is never charged for future milestones until each one is approved.

DirectNIL is not liable if an athlete fails to complete the deliverables or work that the brand requested. Because no funds are held in escrow, there is nothing to refund — the brand is only charged when they approve completed work. If an athlete does not complete the work, the brand simply does not approve, and no charge occurs. DirectNIL does not guarantee that any athlete will complete any deal.

If a dispute arises regarding deal completion or payment, both parties agree to first attempt resolution through the Platform's internal dispute process. Because the Platform does not hold funds, any refund or chargeback is subject to the brand's and athlete's respective banks and Stripe's dispute policies.

All payments are processed through Stripe, a third-party payment processor. DirectNIL is not responsible for Stripe's actions, errors, delays, or service interruptions. Users are subject to Stripe's terms of service and privacy policy in addition to these Terms.

Athletes, agents, and agencies must complete Stripe Connect onboarding to receive payouts. DirectNIL facilitates the onboarding process but is not responsible for Stripe's approval or rejection of any account. Payouts are subject to Stripe's processing times, fees, and policies. If an agent or agency has not yet completed Stripe Connect onboarding at the time a deal is completed, their commission is recorded as "pending" and automatically paid out once they complete onboarding.

Saved Payment Cards. Brands, schools, agencies, agents, and service partners may save a payment method on the Platform via Stripe's secure Setup mode. The saved card is validated by Stripe and stored securely — DirectNIL never sees or stores raw card numbers. Saved cards are reused for subscription charges, deal payments, and other platform fees. Users can update or replace their saved card at any time through their dashboard. If a saved card is declined for a recurring subscription charge, the user will be notified to update their payment method.

DirectNIL is not liable for delays or failures in payout processing caused by Stripe, incomplete or incorrect banking information provided by the user, declined cards, or any other factor outside the Platform's direct control.

DirectNIL provides AI-powered tools, including but not limited to athlete matching, campaign building, athlete recommendations, contract generation, pricing recommendations, and profile verification. These tools generate suggestions and outputs based on algorithms and data that may not always be accurate, complete, or appropriate for your specific situation.

AI-generated content is provided "as is" for informational and convenience purposes only. It does not constitute legal, financial, tax, or professional advice. Users must independently review and verify all AI-generated outputs before relying on them. DirectNIL is not liable for any decisions, actions, or outcomes resulting from the use of AI tools.

AI-generated contracts and agreements are templates and suggestions only. Users are strongly encouraged to have any contract reviewed by a qualified attorney before signing.

AI Athlete Recommendations & Match Scores. When a brand creates a campaign or uses the advanced athlete search, DirectNIL's AI may generate a ranked list of recommended athletes with a "match score" and an explanation (e.g., "Strong Match — Matches your preferred sport, location, follower range, and campaign category"). These match scores are heuristic estimates based on the profile data athletes have entered and the campaign criteria brands have specified. They do not guarantee that any athlete will accept an invitation, perform well, or deliver results. Match scores may be inaccurate or incomplete if an athlete's profile data is missing or outdated. Brands must independently evaluate athletes before extending invitations or creating deals.

Campaign Brief Generation. When a brand builds a campaign, the Platform's AI may organize the brand's inputs into a structured, editable campaign brief. The generated brief is a convenience tool and does not constitute a marketing strategy, legal document, or performance guarantee. Brands are solely responsible for the accuracy and completeness of their campaign briefs and for verifying that all campaign details are correct before use.

Athletes are ultimately and solely responsible for ensuring their NIL activities comply with their school's policies, state laws, and applicable governing body rules (e.g., NCAA, NAIA). DirectNIL provides compliance tools, state law references, and NIL disclosure submission features as a convenience, but does not guarantee compliance outcomes.

The Platform's compliance review and verification features do not constitute legal advice or a legal determination. DirectNIL is not responsible for an athlete's failure to disclose NIL activities to their school, or for any consequences arising from non-compliance with school, state, or governing body rules.

Schools using the Platform's dashboard features are responsible for their own compliance monitoring and enforcement. DirectNIL is a tool for schools, not a compliance guarantor.

Agents, agencies, and athletes may use the Platform's representation request and commission agreement features to propose and track commission arrangements. Any representation or commission agreement created through the Platform is a private contract solely between the agent/agency and the athlete. DirectNIL is not a party to any representation or commission agreement and has no role in enforcing, collecting, or guaranteeing commission payments.

Important: DirectNIL does not draft or facilitate representation contracts. Any formal representation agreement must be negotiated, drafted, and executed outside of the Platform — through your own legal counsel or contract process. DirectNIL only tracks the representation relationship and automates commission splits on NIL deals completed through the Platform. DirectNIL is NOT a party to any representation agreement and does not verify, endorse, or warrant any agent, agency, or athlete.

Contracts Must Be Executed Outside DirectNIL. DirectNIL does not execute, sign, or finalize representation contracts. Any formal representation contract must be executed independently outside of the Platform. DirectNIL only facilitates the tracking of commission terms and automatic payout splits once a deal is completed. Users are solely responsible for drafting, reviewing, and executing their own representation agreements, and are strongly encouraged to have any contract reviewed by a qualified attorney before signing.

DirectNIL does not verify whether an athlete's listed agent or agency is currently active on the Platform. Athletes may have representation that is not registered on DirectNIL, and agent/agency rosters may not reflect all athletes they represent. Users are solely responsible for verifying representation status independently.

DirectNIL facilitates automatic commission splits from completed deal payouts to connected agent Stripe accounts based on the commission rate agreed between the parties. This is a mechanical payment processing feature, not an endorsement or enforcement of the commission agreement. DirectNIL is not liable for any dispute over commission rates, payment timing, or the agent's performance of their duties.

Anti-Poaching Protection for Represented Athletes. To protect the integrity of existing representation relationships and prevent athlete poaching, DirectNIL restricts agents and agencies from contacting athletes who already have active representation on the Platform. When an athlete has an active representation agreement or is marked as represented, other agents and agencies (who are not the athlete's current representative) cannot send direct messages, create group chats, or submit representation requests to that athlete. This restriction is enforced both in the Platform interface and at the server level.

Brands, schools, local businesses, and other non-agent/non-agency users are not affected by this restriction and may still message represented athletes for deal and partnership purposes. DirectNIL acknowledges that this anti-poaching measure is a platform-enforced courtesy and does not constitute legal advice or a guarantee against poaching occurring outside the Platform. Agents and agencies remain solely responsible for protecting their own contractual interests through properly executed representation agreements.

DirectNIL does not guarantee that the representation status displayed on an athlete's profile is current or accurate at all times. Athletes may have representation that is not reflected on the Platform, and representation statuses may lag behind real-world changes. Users are solely responsible for independently verifying an athlete's representation status before pursuing any relationship.

DirectNIL is a technology platform and does not provide legal, tax, financial, or investment advice. Nothing on the Platform — including AI-generated content, compliance tools, contract templates, pricing recommendations, and profile verification — constitutes legal, tax, or financial advice or a professional recommendation of any kind.

Users are strongly encouraged to consult with qualified attorneys, tax professionals, and financial advisors regarding their specific circumstances, including but not limited to contract review, tax obligations related to NIL income, licensing requirements, and compliance with applicable laws and regulations.

DirectNIL's employees, contractors, and agents are not acting as your attorneys or financial advisors. No communication through the Platform creates an attorney-client, fiduciary, or advisory relationship.

Users may post content to the Platform, including posts, comments, reviews, profile information, and media. Users retain ownership of their content but grant DirectNIL a non-exclusive, royalty-free license to display and distribute that content on the Platform.

Users are solely responsible for their posted content. DirectNIL does not endorse, verify, or guarantee the accuracy of any user-generated content. DirectNIL reserves the right to remove any content that violates these Terms or is otherwise objectionable, but has no obligation to monitor content.

DirectNIL is not liable for any content posted by users, including defamatory, inaccurate, or infringing content. Users are solely responsible for ensuring they have the rights to any media or content they upload.

Users may not use DirectNIL for any unlawful purpose, to misrepresent their identity or qualifications, to engage in fraudulent deals, to harass or defraud other users, to post infringing or illegal content, or to attempt to circumvent the Platform's payment system (e.g., taking deals offline to avoid platform fees). Violations may result in account suspension, termination, and cancellation of pending deals.

Users may not use the Platform to engage in any activity that requires a professional license (including sports agent, talent broker, or attorney licensing) without holding the appropriate license. DirectNIL does not verify whether users hold required licenses and is not liable for any user's unauthorized or unlicensed activity.

The Platform is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Platform will be uninterrupted, error-free, or secure.

DirectNIL does not warrant that any deal will be completed, that any athlete will deliver satisfactory work, that any brand will pay, that any agent or agency will act in good faith, or that the Platform's AI tools, matching algorithms, or compliance features will produce accurate or reliable results.

To the maximum extent permitted by applicable law, DirectNIL, its owners, officers, directors, employees, contractors, and affiliates (collectively, the "DirectNIL Parties") shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to the Platform or any NIL deal, transaction, or interaction between users.

The DirectNIL Parties are not liable for: (a) any athlete's failure to complete deliverables or perform work; (b) any brand's failure to review or approve work within any timeframe; (c) any automatic charge and release of payment after the seven-day review window has elapsed; (d) any agent's or agency's failure to pay commissions or act in their client's interest; (e) the quality, safety, or legality of any NIL deal or deliverable; (f) the accuracy or completeness of any user profile, AI-generated content, or compliance information; (g) any payment processing errors, delays, or failures by Stripe or any third party, including declined cards and failed charges; (h) any unauthorized access to user accounts; or (i) any dispute between users.

Because the Platform facilitates connections and transactions between independent users, and because DirectNIL is not a party to any NIL deal, users acknowledge that DirectNIL's role is limited to providing the technology platform. Any dispute between users regarding a NIL deal, payment, commission, or deliverable is solely between those users, and users release DirectNIL from any claim arising from such disputes.

In no event shall the total aggregate liability of the DirectNIL Parties for all claims arising out of or related to the Platform exceed the total amount of fees paid by the claiming user to DirectNIL in the thirty (30) days preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

Users agree to indemnify, defend, and hold harmless the DirectNIL Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the user's use of the Platform; (b) the user's violation of these Terms; (c) the user's violation of any law or third-party rights, including any NIL deal, transaction, or representation agreement the user enters into through or in connection with the Platform; (d) the user's failure to obtain or maintain required licenses, including sports agent, talent broker, or professional licensing; (e) any content the user posts; (f) any dispute between the user and another Platform user, including disputes over commission payments, representation agreements, or deal performance; or (g) any misrepresentation of the user's identity, qualifications, licensing status, or compliance verification.

This indemnification obligation survives the termination of a user's account or these Terms.

DirectNIL is a neutral technology platform and social networking service. DirectNIL is not a party to any NIL deal, commission agreement, contract, or transaction formed between users on the Platform. All such agreements are solely between the users involved.

DirectNIL does not control and is not responsible for the actions of any user, including athletes, brands, agents, agencies, schools, or businesses. The Platform's charge-on-completion payment features are mechanical facilitation tools, not guarantees of performance. By using the Platform, users acknowledge that they are transacting with other independent parties at their own risk.

DirectNIL provides social features including a community feed, posts, comments, likes, following other users, and leaving public reviews. Users can post text, images, achievements, and deal announcements. Reviews are visible on user profiles and reflect the subjective opinion of the reviewer.

Users are solely responsible for their posted content, including reviews. DirectNIL does not endorse, verify, or guarantee the accuracy of any review, post, or comment. Reviews are subjective opinions, not statements of fact. DirectNIL reserves the right to remove content that violates these Terms or is otherwise objectionable, but has no obligation to monitor user-generated content.

Attempting to manipulate reviews, create fake accounts to inflate ratings, or coerce users into leaving positive or negative reviews is prohibited and may result in account suspension.

DirectNIL offers group messaging features that allow multiple users to participate in shared conversations. Users may create group chats and invite other Platform participants.

Messages sent in group chats are visible to all participants in that conversation. Users are solely responsible for the content of their messages. DirectNIL does not monitor private or group messages and is not liable for any content shared therein.

DirectNIL reserves the right to take action against accounts that use messaging for harassment, fraud, spam, or other prohibited conduct.

DirectNIL hosts NIL Service Partners — independent businesses and professionals that offer services to the NIL ecosystem, including but not limited to legal services, contract review, photography, videography, branding, marketing, web development, financial planning, and training.

Service Partners are independent third parties. DirectNIL is not a party to any agreement between a user and a Service Partner. DirectNIL does not endorse, guarantee, or warrant the quality, legality, or results of any Service Partner's work.

"Premier Partner," "Featured," and similar designations are based on subscription tier and do not constitute an endorsement or guarantee of service quality. Service Partners set their own pricing and terms. DirectNIL does not take a commission on Service Partner transactions — Service Partners retain 100% of their service revenue.

DirectNIL may send push notifications to your device (via browser notification APIs) to alert you about new messages, deal updates, and platform activity. You may enable or disable push notifications at any time through your browser or device settings.

DirectNIL is not liable for missed notifications due to disabled permissions, device settings, or technical limitations. Users should not rely solely on push notifications for time-sensitive matters and should check the Platform directly for important updates.

Some NIL deals may involve physical products (e.g., apparel, equipment, merchandise) that a brand ships to an athlete. When an athlete submits a product request, the athlete provides a shipping name and address through the Platform.

DirectNIL facilitates the request form but is not responsible for shipping, delivery, lost packages, damaged items, or any issues with physical products. The brand and athlete are solely responsible for arranging and completing physical product delivery. DirectNIL is not liable for any misuse of shipping information shared between users.

Agents may purchase "boosts" to increase an athlete's visibility in marketplace search results and discovery features. Boosts are time-limited promotional placements and do not guarantee any specific outcome, deal, or engagement.

"Featured" designations on profiles, listings, and marketplace cards are based on subscription tier, boost status, or promotional selection. These designations do not constitute an endorsement or guarantee of quality, and DirectNIL does not warrant that featured placement will result in any specific outcome.

DirectNIL provides campaign management tools that allow brands to create campaigns, define target criteria (including sport, location, gender, follower ranges, engagement rate, interests, and preferred partnership types), generate AI-powered campaign briefs, invite athletes to participate, and track campaign progress through stages (Draft, Recruiting, Active, Awaiting Deliverables, Completed).

Campaign Participants. Brands may invite athletes to join a campaign. Athletes who are invited may accept or decline. When an athlete accepts a campaign invitation, a deal may be created through the Platform's existing deal workflow. Campaign participation does not obligate any athlete to accept any deal, and brands are not obligated to create deals for every invited athlete.

Campaign Analytics & Performance Metrics. Brands may record campaign performance metrics — including views, reach, likes, comments, shares, saves, clicks, and engagement rate — for content created as part of a campaign. All metrics are self-reported by the brand and are not independently verified by DirectNIL. DirectNIL does not guarantee the accuracy, completeness, or reliability of any campaign metrics entered by users. The analytics dashboard and charts display the data as entered and are provided for informational purposes only.

Advanced Athlete Search. Brands may use the advanced search to filter athletes by sport, position, school, location, gender, competition level, social media follower counts, engagement rate, interests, preferred partnership types, compensation range, and verification status. Search results are based on the profile data athletes have entered and may not reflect real-time or complete information. DirectNIL does not guarantee that any search result is accurate, available, or interested in a partnership.

No Performance Guarantees. Campaign features, AI recommendations, match scores, and analytics do not predict or guarantee campaign ROI, deal outcomes, athlete performance, audience engagement, or any business result. DirectNIL is not liable for any campaign's success or failure, any deal created through a campaign, or any decision made based on campaign tools or analytics.

Campaign data — including campaign details, participant records, and performance metrics — is visible to the brand that created the campaign and to athletes who have been invited to participate. DirectNIL does not share campaign data with other brands or third parties.

DirectNIL runs automated payment reconciliation to detect and recover missed payment events (e.g., webhook delivery failures). If a payment was processed by the payment provider but not properly recorded on the Platform, DirectNIL may update deal and payment statuses retroactively to reflect the actual payment state.

DirectNIL is not liable for any delay in payment status updates caused by technical failures, webhook delivery issues, or payment processor errors. Users should contact support if they believe a payment status is incorrect.

DirectNIL reserves the right to suspend or terminate any account at any time, for any reason, including violation of these Terms, fraudulent activity, or any conduct that DirectNIL determines is harmful to the Platform or its users. Upon termination, users forfeit access to their account, profile, and any pending deals or payments, subject to applicable law.

DirectNIL reserves the right to modify these Terms at any time. Updated Terms will be posted on the Platform with a revised "Last updated" date. Continued use of the Platform after changes constitutes acceptance of the updated Terms. Users are encouraged to review these Terms periodically.

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or related to the Platform or these Terms shall be resolved through binding arbitration in California, except for small claims court matters. Users waive any right to participate in a class action lawsuit or class-wide arbitration.

Nothing in this section prevents a user from seeking injunctive or other equitable relief for intellectual property infringement.

For questions about these Terms, contact us at wwatson77@directnil.com.

DirectNIL provides an ROI (Return on Investment) tracking system that lets brands measure the performance of their NIL deals and campaigns. When a brand sets up ROI tracking on a deal or campaign, the Platform generates a unique tracking link and a QR code for each deliverable. The brand provides a destination URL (the brand's own product page, landing page, or signup page) that the tracking link and QR code redirect to.

How Tracking Links Work. DirectNIL tracking links use a public redirect route (e.g., directnil.com/r/{code}). When a visitor clicks a tracking link or scans a QR code, they are redirected to the brand's destination URL, and the Platform records a tracking event. Athletes are responsible for placing their assigned tracking link or QR code in their social post, story, bio, or in-person materials exactly as provided — including not shortening, altering, or substituting the link. The Platform provides platform-specific placement guidance (for example, "link in bio" for platforms that do not allow clickable links in captions). DirectNIL is not liable for inaccurate or incomplete tracking data caused by an athlete failing to post the correct link, posting it in the wrong place, shortening it, or otherwise misusing the tracking asset.

Data Collected on Tracking Events. When a tracking link or QR code is used, the Platform may record: the event type (click, unique visitor, QR scan, landing page view, product view, add-to-cart, checkout start, purchase, lead, registration, promo code use, refund); an approximate geographic location (country and region, derived from the visitor's IP address); device type, browser, and referrer; an anonymous visitor identifier and session identifier set via cookies or local storage; a unique click identifier; and the date and time of the event. This data is collected from the visitor of the tracking link, not from the Platform's registered users. DirectNIL makes a good-faith effort to filter bot and automated traffic but cannot guarantee that all non-human traffic is excluded.

Self-Reported Revenue & Conversions. Purchase counts, revenue, refunds, and other conversion data may be entered by the brand manually or connected from the brand's own store analytics. All revenue and conversion data is self-reported by the brand and is not independently verified by DirectNIL. DirectNIL does not guarantee the accuracy, completeness, or reliability of any ROI metric, ROAS (return on ad spend), cost-per-click, cost-per-purchase, conversion rate, or other calculated figure. The ROI dashboard displays data as recorded and is provided for informational purposes only — it does not constitute a guarantee of campaign performance or financial return.

Attribution Windows. Brands select an attribution window (e.g., 7, 14, or 30 days) used to credit a conversion to a prior tracking-link click on a last-click basis. Attribution is an estimate based on anonymous identifiers and may not capture all conversions, may double-count in some cases, and may miss conversions where the visitor used a different device or cleared their identifiers. DirectNIL is not liable for any attribution inaccuracy.

Promo Codes. Brands may associate a promo code with a deliverable tracker. Promo-code redemptions are recorded as tracking events. DirectNIL does not verify that a promo code is valid, active, or honored by the brand's store, and is not liable for any dispute over promo code usage.

Cost Allocation. Brands choose how the deal or campaign cost is allocated across deliverables (even split, custom amounts, or one combined total) for the purpose of calculating per-deliverable ROAS. This allocation is a reporting preference and does not change the actual deal amount or platform fee.

Campaign-Level Tracking. A single ROI tracker may be shared across multiple athletes selected for one campaign. When a brand sends a campaign-wide tracking notification, each selected athlete receives their own tracking link and QR code derived from the shared tracker. DirectNIL is not liable for any athlete's failure to use the assigned tracking asset.

Sharing With Athletes. Brands may optionally enable performance sharing with an athlete, allowing the athlete to view their own tracking link, QR code, and basic performance summary. By default, ROI performance summaries are visible to the brand only. DirectNIL does not guarantee that any performance data shared with an athlete is complete or accurate, and sharing performance data does not create any obligation for the brand to pay the athlete any additional compensation beyond the agreed deal amount.

Third-Party Platforms. Tracking links redirect to destinations controlled by the brand. DirectNIL does not control and is not responsible for the brand's destination website, its analytics, its checkout, or any data collected by the brand after the redirect. Social media platforms (Instagram, TikTok, YouTube, X, Facebook, and others) are independent third parties; DirectNIL's tracking is separate from any platform's native analytics and may differ from the metrics those platforms report. DirectNIL is not affiliated with or endorsed by any social media platform.

Tracking Link Lifespan. Tracking links and QR codes remain active for the brand-selected tracking period. After a tracking period ends, the tracker may be paused or completed, and new events may stop being recorded. DirectNIL may retain historical tracking event data for analytics and dispute-resolution purposes. DirectNIL is not liable for any tracking data lost due to the end of a tracking period or any technical limitation.

No Guarantee of Results. The ROI tracking system is a measurement and reporting tool. It does not guarantee any click volume, purchase volume, revenue, ROAS, or return on investment. A low or zero result does not entitle the brand to any refund of the deal amount or platform fee, as the athlete's deliverable obligation is separate from the performance of the tracking link. Brands acknowledge that NIL partnerships are awareness and engagement activities, and ROI outcomes vary based on many factors outside DirectNIL's control.