Subscription Agreement

This Subscription Agreement governs the procurement and usage of certain service offerings (collectively, the “Services”) provided by Next Level Football, LLC (“we”, “us” or “our”) as set forth in a sales order, purchase order, statement of work, registration page, or other ordering document which references this Subscription Agreement (the “Order Form”). The Services include access to our online curriculum (the “Curriculum”) and certain related consultation, evaluation and testing services (“Consulting Services”) as further described in an applicable Order Form. The terms of this Subscription Agreement together with the Order Form (including all exhibits, addenda, and amendments which are properly attached or incorporated by reference) shall constitute the parties’ entire agreement (“Agreement”) with respect to your use of the Services.

1. Definitions

1. “Anonymized Data” means usage analytics and data collected or processed in connection with the Curriculum or Services that is in an anonymous or de-identified form that does not specifically identify you or any natural person.
2. “Content” means all information, content and Deliverables provided via the Curriculum or delivered as part of the Services, including reports generated in connection with Consulting Services, but does not include Your Data.
3. “Deliverables” means the reports, materials, deliverables, videos, Curriculum and other Content delivered in connection with the Consulting Services.
4. “Player” means the subject of a player consultation, evaluation, or testing offered as part of the Consulting Services.
5. “Personal Information” means any of Your Data that identifies a specific natural person or is otherwise protected by applicable privacy law or regulation.
6. “Subscription Term” means the duration of your subscription for the Services, as stated in the Order Form and modified by any applicable extension or early termination.
7. “User” means a person authorized to access the Curriculum as permitted under this Agreement.
8. “You” means the person entering into this Agreement with us as identified in the Order Form.
9. “Your Data” means data provided by you in connection with the Services or use of the Curriculum.

2. Curriculum.

   1. Scope. The Curriculum consists of a cloud-based online education solution that provides resources and other Content that will help educate, empower and equip Players and Users with the knowledge and insight to take control of their professional football futures and make informed decisions. Details about the current features and functionality of the Curriculum are described in our written user documentation for the Curriculum (“Documentation”). The Curriculum may be updated, patched and enhanced during the Subscription Term (“Updates”). In some cases we may deprecate, diminish, or remove certain features and functionality pursuant to an Update. If you object to an Update because it materially affects the usability or usefulness of the Curriculum to you, your sole remedy is to (a) stop using the affected parts of the Curriculum, or (b) terminate this Agreement without liability for such termination, and we will promptly refund any unused, pre-paid Fees for the remaining portion of the current Subscription Term.
   2. Access. Subject to ongoing compliance with this Agreement, we grant you a non-exclusive and non-transferable license during the Subscription Term to access and use the Curriculum solely in connection with your professional football future. Your rights to use the Curriculum are limited to those expressly set forth in this Agreement, including limitations based on package type set forth on the Order Form. We retain all right, title, and interest in and to the Curriculum and all copyright, trademark and other related intellectual property rights, including any Updates, modifications, customizations or other add-ons to the Curriculum. We may, without limitation to any other rights or remedies, temporarily suspend access to the Curriculum if your use of the Curriculum poses a security risk or may adversely impact our systems.
   3. Users. Access to the Curriculum is limited to an authorized User under an applicable Order Form. You acknowledge that you will be held responsible for any use or security breach traceable to your login credentials. You agree to immediately notify us in the event you determine, or have reason to believe, that an unauthorized party has gained access to your login credentials and to take all reasonable steps to stop such access and to prevent any recurrence.
   4. Support Services. We will provide our standard technical support services for the Curriculum (“Support”) at no additional charge during the Subscription Term. Support will consist of email support and Updates for the Curriculum. Other support and maintenance may be mutually agreed by the Parties as additional professional services. Access to email technical support is provided during the following business hours (Mon - Fri, 6am - 1pm ET).
   5. Curriculum Availability. We will use commercially reasonable efforts to cause the Curriculum to be accessible to you via the internet with a minimum monthly availability of 99.0%, except for scheduled maintenance and emergency repairs, and except for any interruption due to any Force Majeure Event (as defined in Section 10.7 herein). We will make commercially reasonable attempts to notify you at least five (5) business days in advance of any scheduled maintenance, and make commercially reasonable efforts, consistent with the circumstances, to provide advance notice of emergency repairs. Notice of maintenance events may be made via the Curriculum interface and/or electronically using contact information provided by you. If any interruption or failure of the Curriculum occurs other than as permitted in this Section 2.5 (“Downtime”), your sole remedy shall be for us to use commercially reasonable efforts to resume access to the Curriculum as promptly as reasonably practicable, and we shall not have any liability to you for any money damages resulting from any claims relating to such Downtime; provided that if you suffer Downtime in any three (3) consecutive months or in any four (4) months of a twelve (12) month period then you may terminate this Agreement without liability for such termination, and we will promptly refund any unused, pre-paid Fees for the remaining portion of the current Subscription Term.

3. Services and Content.

   1. Consulting Services. We will provide the Consulting Services described in the Order Form for which you have paid, and the Deliverables specified for such Consulting Services, according to the schedule and specifications set forth in the Order Form or otherwise agreed upon by you and us. We reserve the right to employ at our expense any contractors that we may need to perform the Consulting Services. You will be responsible for providing our personnel with contact information and video footage to perform the Consulting Services. You will have sole liability for the use of the Deliverables once they have been delivered, and you will indemnify, defend and hold us harmless from such use.
   2. Content. We retain all ownership and rights in the Content made available to you under this Agreement. Subject to the restrictions in this Agreement, we hereby grant you a perpetual, non-exclusive, royalty-free license to use the Deliverables in connection with your professional football future. You acknowledge that you may only use the Deliverables and other Content made available to you pursuant to this Agreement for your own personal use and not for commercial exploitation, and agree to advise third parties of the scope of use permitted under this Agreement. Unless otherwise indicated in an Order Form, you will not have any right to modify or incorporate any Content into other work product, to create a database of such Content, or to use the Content for the benefit of third parties other than yourself.
   3. Restrictions and Acceptable Use. Except as explicitly permitted under this Agreement, you will not: (a) use the Services in violation of any applicable law or regulation; (b) access or use the Curriculum or Content for the purpose of creating a competitive product or service or copying their features, functionality, content or user interface, including by screen scraping; (c) attempt to bypass the security infrastructure used by the Curriculum; (d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Curriculum or Content; (e) access or use the Curriculum by means of any interfacing program except as authorized in writing by us; (f) redistribute, republish, download, sell, rent, lease, host, or sublicense the Services or Content, or permit unauthorized usage of the Services or Content by any third party; or (g) remove, obscure, or alter any proprietary notices in the Services or their output.
   4. Feedback. You may provide feedback to us about the Curriculum or Services (e.g. technical support input, suggestions, or enhancement requests). We shall be free to, and you hereby grant us the irrevocable right to use, publish, and otherwise exploit such feedback for any purpose, including to improve and enhance the Services.
   5. Your Data. As between us and you, all of Your Data is your property. You grant us a non-exclusive, worldwide, royalty-free license to process, reproduce, display, copy, communicate, and otherwise use Your Data solely (i) to the extent necessary to perform our obligations or exercise our rights under this Agreement, or (ii) where required or authorized by law. You are responsible for ensuring that Your Data does not violate this Agreement, third party proprietary or privacy rights, or applicable laws and regulations, including obtaining any necessary consents to transfer Your Data for processing in connection with the Services as contemplated herein.
   6. Anonymized Data. We shall be free to, and you hereby grant us the irrevocable right to, use, store, publish, and otherwise exploit Anonymized Data or statistical data relating to the Services or their usage for our own business purposes (including for analysis, marketing, product improvement or promotional purposes). You agree that we may also provide Anonymized Data to third parties for such purposes.
   7. Compliance with Privacy Laws. We will comply with applicable privacy and data protection laws governing the collection, processing and storage of Personal Information in connection with our role as described in this Agreement, including by establishing and maintaining appropriate administrative, technical, and physical safeguards and controls to facilitate such compliance. If we become aware of a security breach involving Personal Information in our possession or control, we will make all legally required disclosures, consistent with our ability to determine the scope of the breach, our need to restore the integrity of the Services, and the needs of law enforcement, and will assist you in ensuring compliance with your obligations regarding any security breach.

4. Fees, Payments, & Taxes.

   1. Payments and Fees. You will pay the fees specified in an Order Form (“Fees”) via an acceptable payment method delineated by us which shall include, without limitation, American Express, Visa, Mastercard, Venmo, PayPal, and Apple Pay. Full payment of Fees is required in order for you to access the Curriculum, Content, Consulting Services, and/or Services. Except as expressly provided in this Agreement, all Fees are non-refundable.
   2. Expenses. You will not be liable for additional expenses relating to the Services except as expressly specified in the Order Form or otherwise authorized by you in writing.
   3. Disputes. In the event you dispute in good faith any Deliverables provided hereunder, you shall notify us promptly of such dispute in writing using the appropriate channels set forth on the Order Form. While reserving our rights, the parties shall then negotiate in good faith to amicably resolve any dispute.
   4. Taxes. Unless you provide us with a valid tax exemption certificate from the appropriate taxing authority, you will be solely responsible for all taxes, levies, and similar governmental charges, however designated, that may be imposed by any jurisdiction, including income, sales, use, consumption, and value-added taxes levied or based on the delivery or usage of the Services, except for taxes based solely on our net income. We will remit to the applicable governmental authorities any taxes included on Fees that are paid to us.

5. Confidentiality.

   1. Definition. “Confidential Information” means all information made available by you or us (a “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Confidential Information of each party includes the terms and conditions of this Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Your Confidential Information includes Your Data, and our Confidential Information includes the Services, Curriculum and Content, provided that nothing in this Section 5 shall prohibit or limit us from using and disclosing Your Data in connection with providing the Services as contemplated in this Agreement, or prevent or limit you from using and disclosing Deliverables as permitted herein. In addition, this Section 5 imposes no obligation upon a Receiving Party with respect to Confidential Information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
   2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in any event not less than a reasonable standard of care) and agrees (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and authorized representatives (e.g., contract personnel, providers, counsel, accountants, consultants, and contractors) who need to know the Confidential Information for the purposes of this Agreement and agree to be bound by confidentiality obligations at least as restrictive as those in this Section 5. The obligations in this Section 5 survive for three (3) years following expiration, cancellation or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination, cancellation or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. Term and Termination.

   1. Term. This Agreement will apply to each Order Form until the expiration of the specified Subscription Term referenced in the Order Form, subject to any applicable extension or early termination. The initial Subscription Term (“Initial Term”) is set forth in the Order Form.

   2. Termination for Cause.

      a) A party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured fifteen (15) days after the non-breaching party provides the breaching party with written notice of such breach.

      b) A party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party becomes insolvent or becomes subject to a petition for bankruptcy or similar proceeding.

   3. Effect of Termination. Upon termination of this Agreement we will cease providing Services and you will cease to have access to and use of the Curriculum. Except as expressly provided herein, if this Agreement is terminated for any reason other than our uncured material breach, you will be responsible for Fees covering the remainder of the then-current Subscription Term. Upon termination of this Agreement, each party will return to the other party or destroy all materials containing or reflecting any of the other party’s Confidential Information, provided that you may retain any Deliverables provided prior to termination for use as permitted herein. You acknowledge and agree that we have no obligation to retain and may delete Your Data that remains in our possession or control more than thirty (30) days after any termination of this Agreement.
   4. Survival. The provisions and obligations of Sections 3.4, 3.5, 3.6, 5, 6.3, 6.4, 7.2, 8, 9 and 10 and any other terms and conditions contained herein which by their nature or effect are required or intended to be observed and fulfilled after termination of this Agreement will survive the termination and remain binding and in full force and effect.

7. Warranties and Disclaimers.

   1. Service. We warrant that (a) the Curriculum as made available to you will materially conform to the Documentation and specifications set forth in the Order Form, and (b) Consulting Services will be performed in a professional manner. To the extent permitted by law, your sole and exclusive remedy arising out of, or in connection with, a breach of warranty is limited to correction or replacement of the non-conforming Service. If, in our sole and exclusive discretion, correction or replacement is not commercially reasonable, we may terminate the applicable portion of the Order Form and provide a prorated refund of any pre-paid, unused Fees.
   2. Disclaimer. To the maximum extent permitted by law and except for the express warranties in this Section 7, we provide the Services and Content on an “AS-IS” basis with all faults, errors, defects, inaccuracies and omissions. If we become aware of an error or inaccuracy in any Content then we shall, at our own expense, use commercially reasonable efforts to correct such error or inaccuracy, and the foregoing is your sole and exclusive remedy, and our sole and exclusive liability, for any error or inaccuracy in the Content. We do not guarantee that any particular results will be achieved through use of the Services. We disclaim and make no other representation or warranty of any kind, express, implied, or statutory (including claims about merchantability, title, non-infringement, accuracy, or fitness for a particular purpose). You acknowledge and agree that we do not control and we are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage arising from your equipment or the transfer of data over communication networks, facilities, routers and devices (including the Internet) not controlled by us.

8. Indemnification.

   1. Our Obligations. We will indemnify, defend and hold harmless you and your affiliates and their directors, officers, employees and agents with respect to any losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) to the extent resulting from any third party claim, suit, action, or proceeding (“Claim”) alleging that the Services or Content infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party (an “Infringement Claim”); provided, however, that we shall have no obligation pursuant to the foregoing indemnification provision to the extent that any Claim is based on, related to or connected with (a) any use by you of the Services or Content in violation of this Agreement or applicable law, (b) any use of the Services or Content in conjunction with any third party product, data, hardware or software not provided by us, (c) unauthorized alteration or modification of the Services or Content by anyone other than us, or (d) any of Your Data. If your use of the Services is enjoined by reason of an Infringement Claim, our sole and exclusive obligation shall be to either (i) procure the right for you to continue using the Services, or (ii) replace or modify the components of the Services subject to the Infringement Claim with non-infringing components of substantially equivalent functionality, and if neither remedy is available on a commercially reasonable basis, we will refund prorated, unused, pre-paid Fees for the remaining portion of the then-current Subscription Term and this Agreement shall terminate immediately without any liability of us for such termination.
   2. Your Obligations. You will indemnify, defend, and hold harmless, us and our partners, directors, officers, employees, members, managers, contractors and agents with respect to any Losses resulting from any Claim to the extent arising from, related to, connected with or based on: (a) any claims by unauthorized third parties relating to the Services, (b) any use by you of the Services in violation of this Agreement or applicable law, (c) any use of the Services in conjunction with any third party product, data, hardware or software not provided by us, or (d) any of Your Data, including any Infringement Claim involving Your Data.
   3. Conditions. The indemnification obligations under this Section 8 are subject to the indemnified party (a) promptly giving written notice of the Claim to the indemnifying party (provided that the failure to do so shall not relieve the indemnifying party of its obligations hereunder except to the extent that it is materially prejudiced thereby), (b) giving the indemnifying party sole and exclusive control of the defense, negotiation, and settlement of the indemnified portion of the Claim (provided that the indemnifying party shall not agree to any settlement that admits or imposes any liability, expense, fee or cost on the indemnified party without prior written consent), and (c) providing the indemnifying party with all reasonable assistance required to effectively defend the Claim.

9. Limitation of Liability.

   1. Disclaimer of Indirect Damages. To the maximum extent permitted by law, neither party will be liable to the other party for indirect, consequential, incidental, special, punitive or exemplary damages, including damages for lost profits or loss of business opportunities, arising out of, related to, or connected with, this Agreement or the Services, even if the party is apprised of the likelihood of such damages occurring.
   2. Liability Limit. To the maximum extent permitted by law, our total liability of all kinds arising out of, related to, or connected with, this Agreement or the Services, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, shall not exceed the total amounts paid by you under this Agreement during the twelve (12) months immediately preceding the date of the event giving rise to the action or claim.
   3. Exclusions. The limitations in Sections 9.1 and 9.2 will not limit: (i) the indemnification obligations of either party, (ii) the liability of either party for infringing or misappropriating the other party’s intellectual property (including violation of the license grant and User restrictions), or (iii) your obligation to pay the Fees due under this Agreement.

10. General Provisions.

    1. Relationship. We will be and act as an independent contractor (and not as the agent, employee, partner, or representative of you) in the performance of this Agreement. This Agreement does not constitute or create a partnership, franchise, joint venture, agency, employment, or fiduciary relationship between the parties.
    2. Notices. Any information or notices required to be given in writing under this Agreement shall be deemed to have been sufficiently given if delivered either via private courier or by certified mail (return receipt requested, postage prepaid) to your address set forth in the Order Form or to the following address of us (or to such other address for either party as that party may designate by written notice): Next Level Football, LLC, c/o Jordan White, 5016 Spedale Court #354, Spring Hill, TN 37174. All notices will be deemed to have been delivered upon receipt. Notices may also be made via email for operational and other minor matters (such notices to be effective when received), however, in no event shall email notice be sufficient to provide effective notice with legal effect, such as notice regarding termination, extension, renewal or breach of this Agreement.
    3. Waiver, Modification. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the parties hereto.
    4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the intent and objectives of the original provision to the fullest extent permitted by applicable law, and the remaining portions of this Agreement will remain in full force and effect.
    5. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties hereto. This allocation is reflected in the pricing offered by us to you and is an essential element of the basis of the bargain between the parties.
    6. Assignment. Neither party may assign any of its rights, duties or obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all rights, duties and obligations hereunder) without consent of the other party in connection with a merger, acquisition, corporate reorganization, transfer, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any purported assignment in violation of this Section 10.6 will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    7. Force Majeure. Neither party will be liable for, or be considered to be in breach of, this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control including hurricanes, earthquakes, tornadoes, floods, natural disasters, work stoppages, courier strikes, power outages, computer viruses and network disruptions (each a “Force Majeure Event”), so long as the non-performing party (a) did not cause such situation by its own negligent acts or omissions, and (b) exercised all due diligence and used commercially reasonable efforts to avoid such situation and mitigate the impact.
    8. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
    9. Entire Agreement. This Agreement, including these terms and conditions, the Order Form and all exhibits, addenda, and amendments which are properly attached or incorporated by reference hereto, contains the entire understanding of the parties relating to the subject matter contemplated herein and supersedes all previous agreements, understandings, proposals, offers, discussions, correspondence, negotiations, representations, promises, covenants and warranties, both written and oral, express and implied, regarding the subject matter herein. In the event of a conflict between the terms and conditions of this Subscription Agreement and the terms and conditions of the Order Form, the terms and conditions of the Order Form will control. For purposes of this Agreement: (i) “including” means “including but not limited to;” (ii) “may” describes an act or forbearance which is optional; and (iii) all words used in this Agreement will be construed to be of such gender or number as the circumstances require.
    10. Your Purchase Order. Any terms or conditions in your purchase order or any other related documents submitted by or on behalf of you to us do not form part of this Agreement and are null and void, unless otherwise expressly agreed in writing and signed by both parties hereto.
    11. Counterparts. Signed facsimile and PDF copies and counterparts of this Agreement (or documentary components thereof) will legally bind each party to the same extent as original documents and shall together constitute a single legal instrument. The signature of any party exchanged by fax, photocopy or scanned document in electronic form shall be considered for these purposes as an original signature.
    12. Governing Law, Venue, and Disputes. This Agreement is governed by, construed and enforced under the laws of the State of New York without regard to any conflict of law rules or principles which would result in the application of the laws of another jurisdiction or state. The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the borough of Manhattan, New York County, New York City, New York with respect to any dispute involving, arising from, or related to, this Agreement. The parties will use best efforts to settle any dispute between them amicably in good faith negotiations prior to seeking enforcement from a court in accordance with the provisions set forth in this Section 10.12.