NILSIGNAL.AI TERMS OF SERVICE

Effective Date: March 31, 2026
Last Updated: March 31, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE OR THE SERVICES.

This website nilsignal.ai (the “Site”) is owned and operated by ImageRights International, Inc., a Delaware corporation (“ImageRights,” “Company,” “we,” “us,” or “our”). ImageRights provides the NILsignal and NILsentry services (as defined in Section 1 below) solely in connection with and subject to the following Terms of Service, which shall include any posted applicable guidelines or rules governing the Site (individually and collectively, “Terms of Service” or “TOS”). These Terms of Service may be modified by us, in our sole discretion, from time to time as set forth in Section 18 below.

By accessing this Site and using the Services, You are accepting and agreeing to be bound by all of these Terms of Service. If You do not agree to these Terms of Service, You may not use this Site or any of our Services.

Your use of the Services is also subject to our Privacy Policy, which is located at https://nilsignal.ai/privacy and is incorporated herein by reference.

1. Definitions

For purposes of these Terms of Service, the terms used herein are defined as follows:

  • “Athlete” or “Student-Athlete” means any prospective, current or former college athlete whose NIL activity, transactions, or compliance data may be processed through the Services.

  • “Authorized User” means any employee, contractor, compliance officer, administrator, or other individual within a Subscriber’s organization who is authorized by the Subscriber to access and use the Services.

  • “Content” means all data, information, text, graphics, images, screenshots, reports, audio clips, videos, messages, tags, analytics, dashboards, alerts, archives, and other materials generated by, uploaded to, displayed on, or made available through the Services.

  • “Customer Agreement” means any separate subscription agreement, order form, statement of work, or other written agreement executed between ImageRights and a Subscriber governing the specific terms, scope, fees, and duration of the Services.

  • “Directory Information” means publicly available information about an Athlete, including name, institution, sport, position, jersey number, class year, and social media handles.

  • “Indemnified Parties” means ImageRights International, Inc. and its respective present, former or future parent companies, subsidiaries, divisions, units, and affiliates and their respective licensees, sub-licensees, insurers, distributors, suppliers, retailers, partners, principals, officers, directors, employees, shareholders, representatives, agents, attorneys, customers, subscribers, end-users, vendors, heirs, predecessors, successors and assigns, and all persons acting through, under or in concert with them or any of them.

  • “Institutional User” means any college, university, or conference that subscribes to or uses the Services for compliance, monitoring, or reporting purposes.

  • “NIL” means Name, Image, and Likeness as defined under applicable NCAA bylaws, state legislation, and the College Sports Commission rules.

  • “Services” means the NILsignal platform, the NILsentry service, and any related mobile applications, APIs, dashboards, integrations, or other technology provided by ImageRights through or in connection with the Site, as further described in Section 2.

  • “Subscriber” or “You” means the entity or individual that registers for, subscribes to, or otherwise accesses or uses the Services.

  • “Subscriber Data” means information, data, and other content that is collected, downloaded, uploaded, or otherwise received from a Subscriber or Authorized User by or through the Services, excluding Content generated by ImageRights.

2. Overview of Services

We provide comprehensive technology solutions to educational institutions and governing bodies overseeing NIL compliance in athletics. Our Services support the broader ecosystem with compliance monitoring, transaction tracking, disclosure management, and regulatory reporting for institutions, conferences, athletes, collectives, and other authorized users.

2.1 NILsignal

NILsignal is an AI-powered NIL compliance monitoring platform for Institutional Users. The NILsignal Services include but are not limited to:

  • Automated Social Media Monitoring: Continuous collection and analysis of publicly available social media activity across Instagram, TikTok, X, and other social media platforms to identify potential NIL transactions, endorsements, and commercial activity by Student-Athletes.

  • Custom AI Detection: Multi-modal artificial intelligence models trained specifically for NIL content identification across text, images, and video.

  • Compliance Dashboard (NILsignal Portal): A secure, web-based compliance dashboard providing real-time visibility into Athlete NIL activity, compliance status, verification workflows, and institutional reporting.

  • Evidentiary Archiving: Time-stamped screenshots and metadata archives that capture and preserve records of NIL activity for compliance review, institutional reporting, and regulatory purposes.

  • Brand Monitoring: Tracking of brands and NIL licensees to identify NIL relationships and verify partnership disclosures across platforms.

  • Verification Workflows: Tools enabling Institutional Users to contact Student-Athletes directly through verification checks to confirm deal details and reporting status.

  • Institution API: REST API for integration with existing institutional compliance systems, athletic department platforms, and reporting tools.

2.2 NILsentry

NILsentry is an NIL intelligence and due diligence service. The NILsentry Services include but are not limited to:

  • Independent verification and analysis of incoming recruits' and transfers' NIL histories prior to enrollment decisions.

  • Due diligence reports for Institutional Users, Deal Sponsors, and Deal Facilitators.

  • Historical NIL activity analysis across social media platforms and publicly available sources.

2.3 Service Modifications

ImageRights reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any portion thereof) with or without notice. You agree that ImageRights shall not be liable to You or to any third party for any modification, suspension, or termination of the Services (or any portion thereof) You may not use this Site or the Content contained herein for any purpose not expressly permitted herein.

2.4 Site Operations

ImageRights and its service providers will use reasonable efforts to ensure that the Site and Services are available 24 hours a day, 7 days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Reasonable steps will be taken by ImageRights to minimize such disruption where it is within ImageRights’ reasonable control. YOU AGREE THAT IMAGERIGHTS and its respective present, former or future parent companies, subsidiaries, divisions, units, and affiliates and their respective licensees, sub-licensees, insurers, distributors, suppliers, retailers, partners, principals, officers, directors, employees, shareholders, representatives, agents, attorneys, customers, subscribers, end-users, vendors, heirs, predecessors, successors and assigns, and all persons acting through, under or in concert with them or any of them WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE OR SERVICE(S).

ImageRights makes no claim that the Site may be lawfully viewed or that Content may be downloaded either in or outside of the United States. Access to Content may not be legal by certain persons or in certain countries. You access the Site at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.

3. Eligibility and Registration

3.1 Eligibility

To use the Services, You must be of legal age to form a binding contract and not be barred from using or receiving the Services under applicable law. By using the Services, You represent and warrant that You meet these eligibility requirements.

3.2 Account Registration

Certain Services require You to register for an account. Upon completion of the registration process, you will receive a log-in (or account) designation and password, which you may use to access the Services so long as you are in compliance with these Terms of Service. Upon registration, You agree to:

  • Provide true, accurate, current, and complete registration information;

  • Maintain and promptly update Your registration information to keep it accurate and current;

  • Maintain the confidentiality of Your password and account credentials;

  • Accept responsibility for all activities and transactions placed or conducted through Your account and hereby release the Indemnified Parties from any and all liability concerning such transactions or activities;

  • Notify ImageRights immediately of any unauthorized use of Your account or any other breach of security.

If any information You provide is untrue, inaccurate, not current, or incomplete, ImageRights may suspend or terminate Your account and refuse any and all current or future use of the Services.

We have no obligation to inquire as to the authority or propriety of any use of or action taken under your password and will not be responsible for any loss to You arising from any such use or action or from Your failure to comply with the above. We expressly disclaim any and all liability for the unauthorized access to any Content You have uploaded to the Site, the interception of any Content, data or communications by unauthorized persons or entities or any unauthorized modification made by any person to Your log-in account or Subscriber Data.

3.3 Authorized Users

Subscribers shall designate those employees, contractors, compliance officers, administrators, or other individuals within their organization who are Authorized Users. Subscribers are responsible for ensuring that each Authorized User accesses and uses the Services in accordance with these Terms of Service. Subscriber shall be responsible for any acts or omissions of its Authorized Users in connection with the Services.

4. Subscriber Obligations

4.1 Permitted Use

You are authorized to access and use the Services solely for their intended purposes: NIL compliance monitoring, due diligence, reporting, and related institutional compliance activities. You may not use the Site or Services for any purpose not expressly permitted herein.

4.2 Restrictions

You agree You will not use the Services or the Site to:

  • Violate any applicable local, state, national, or international law or regulation, including but not limited to NCAA bylaws;

  • Upload, post, or transmit any Content that is unlawful, fraudulent, defamatory, harmful, threatening, abusive, harassing, obscene, or otherwise objectionable;

  • Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;

  • Interfere with or disrupt the Services or servers or networks connected to the Services;

  • Use any robot, spider, scraper, or other automated means to access the Services without our express written permission;

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services or any software used to provide the Services;

  • Copy, modify, adapt, translate, create derivative works from, distribute, license, sell, sublicense, or otherwise transfer any rights in the Services;

  • Remove, alter, or conceal any trademark, copyright, trade secret, or other proprietary or intellectual property notices on the Services;

  • Use the Services to develop a competing product or service;

  • Share, resell, or provide access to the Services to any third party not authorized under Your account or Customer Agreement;

  • Use the Services to engage in or facilitate the recruitment or retention of Student-Athletes in violation of applicable NCAA rules;

  • Use Content, data, or reports generated by the Services for purposes of harassing, intimidating, or retaliating against any Student-Athlete; or

  • Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

4.3 Compliance with Laws and Regulations

You agree to comply with all applicable federal, state, and local laws, regulations, and rules in connection with Your use of the Services. This includes, without limitation, compliance with NCAA bylaws, state NIL legislation, FERPA, and all applicable data protection and privacy laws. You are solely responsible for ensuring that Your use of the Services and any actions taken based on information obtained through the Services comply with all applicable regulations.

4.4 Subscriber Responsibilities

Subscriber is solely responsible for:

  • Obtaining, at its own expense, the requisite software, hardware, equipment, and telecommunications services necessary to access the Services;

  • The accuracy and legality of all Subscriber Data provided to or through the Services;

  • Ensuring that no Subscriber Data constitutes or contains any data prohibited by applicable law;

  • All decisions made and actions taken based on data, reports, alerts, or other information provided through the Services; and

  • Maintaining the security of all Subscriber Data transmitted or shared by Subscriber with any outside third parties.

5. Fees and Payment

5.1 Subscription Fees

In consideration for Your access and use of the Services, Subscriber shall pay to ImageRights the fees in the amounts and on the dates specified in the applicable Customer Agreement (the “Subscription Fees”). You acknowledge that you may be charged a monthly or annual subscription fee, even if you do not use or access the Service. If you fail to pay the charges for the Service when due, we reserve the right to pursue any and all legal and equitable remedies to collect the amounts owed by you and suspend or terminate your subscription to the Service. Except as otherwise indicated in the Customer Agreement, Subscription Fees for the entire Term will be fully earned and non-refundable upon the effective date.

5.2 Payment Terms

ImageRights will provide Subscriber with invoices for the Subscription Fees and any other authorized fees or expenses upon request. Payments for all invoices are due upon receipt unless otherwise specified in the Customer Agreement. Any payment not received within thirty (30) days of payment due date on an invoice shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

5.3 Taxes

In addition to the Subscription Fees, Subscriber agrees to pay amounts equal to any sales, use, excise, or other taxes which may be imposed as a result of these Terms of Service or the Customer Agreement pursuant to applicable law, excluding taxes based on ImageRights’ net income.

5.4 Fee Changes

ImageRights reserves the right to change its fees, policies, or billing plan upon reasonable prior written notice. Any fee changes will take effect at the beginning of the next renewal period following the notice. Subject to applicable law, You accept any new fee by continuing to use the Services after the fee price change takes effect. If you do not agree with a fee change, you have the right to reject the change by unsubscribing from the subscription prior to the price change going into effect.

5.5 Recurring Billing

You hereby authorize us to charge your business or personal checking or savings account, Paypal account, or credit card, which you provide us as part of Your registration process for Your subscription fee. You guarantee and warrant that You are the legal account holder or credit card holder. If You elect a monthly subscription, You agree that this monthly charge will be made on a one-month cycle. If You elect an annual subscription, You agree that this annual charge will be made on a one-year cycle. In order to terminate the recurring billing process, You must either cancel your account, or arrange for an alternative method of payment accepted by us. The cancellation will take effect the day after the last day of the current subscription period, and we do not provide refunds or credits for any partial subscription periods. You understand that we may not send you any invoices or bills.

You understand that all account cancellations for which an active recurring billing authorization exists must be made in writing by email sent by the authorized primary contact or web administrator for the account to finance@nilsignal.ai.

In consideration for your use of our Service, you agree:

  1. not to dispute ImageRights’ recurring billing with your bank or credit card issuer as long as the amount in question was for services rendered prior to cancellation of the account,

  2. You will not dispute any charges from ImageRights unless you have already made an effort in good faith to rectify the situation directly with ImageRights, and those efforts have failed, and

  3. that any credits issued by ImageRights for any reason will not be refunded to your account or credit card, but instead will be deducted from your following month's service fee.

You authorize ImageRights to run an address verification search. This verification process is a security measure designed to protect You from illegal fraud against Your account and credit card.

6. Content Warranties and Representations

This Service contains a variety of content. You understand that all Content uploaded, posted, emailed, transmitted or otherwise made available to ImageRights are the sole responsibility of the person from whom such Content originated. This means that You and every other user, and not ImageRights, are entirely responsible for all Content uploaded, posted, emailed, transmitted or otherwise made available when using the Service. We do not control the Content uploaded to and stored on our database and, as such, do not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through our Service.

7. Intellectual Property

7.1 ImageRights Ownership

The Services, the Site, and all Content, technology, software, algorithms, AI models, databases, documentation, trademarks, trade names, service marks, logos, and all other intellectual property associated with the Services are and shall remain the sole and exclusive property of ImageRights and/or its licensors. Nothing in these Terms of Service grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to the Services, whether expressly, by implication, estoppel, or otherwise. All rights not expressly granted to You herein are reserved by ImageRights.

7.2 Limited License

Subject to and conditioned upon Your compliance with these Terms of Service and any applicable Customer Agreement, ImageRights grants You a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term solely for their intended purposes as described herein.

7.3 Subscriber Data

Subscriber retains all right, title, and interest in and to Subscriber Data. Subscriber hereby grants ImageRights a non-exclusive, worldwide, royalty-free license to use, process, store, and display Subscriber Data solely to the extent necessary to provide the Services and fulfill ImageRights' obligations under these Terms of Service and any applicable Customer Agreement.

With your prior approval we may access, preserve and disclose Your account information or Subscriber Data if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

  1. comply with legal process;

  2. enforce the Terms of Service;

  3. respond to claims that any Content violates the rights of third parties; or

  4. respond to your requests for customer service.

7.4 Aggregated and De-Identified Data

Notwithstanding anything to the contrary, ImageRights shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies. ImageRights may use such information and data in aggregated or de-identified form to improve and enhance the Services, develop new products and features, conduct research, and for other lawful business purposes. ImageRights may disclose such data solely in aggregate or de-identified form in connection with its business.

7.5 Feedback

If You provide ImageRights with any suggestions, ideas, enhancement requests, recommendations, feedback, or other information relating to the Services (“Feedback”), You hereby assign to ImageRights all right, title, and interest in and to such Feedback. ImageRights may use Feedback for any purpose without obligation or compensation to You.

8. Data Protection and Security

8.1 Data Security Measures

ImageRights agrees to maintain commercially reasonable security measures for the protection of Subscriber Data, including at a minimum: (i) limiting access to Subscriber Data to authorized employees or contractors; (ii) appropriately securing business facilities, data centers, and computing equipment; (iii) implementing network, device, application, database, and platform security; (iv) securing information transmission, storage, and disposal; (v) implementing authentication and access controls; and (vi) encrypting Subscriber Data in transit and at rest.

7.2 FERPA Compliance

The Services shall not collect any educational or student records as defined within the Family Educational Rights and Privacy Act ("FERPA"), including but not limited to grades, transcripts, class lists, course schedules, student financial information, and student discipline files. Where the Services are used by educational institutions, ImageRights will adhere to FERPA requirements as applicable.

7.3 Security Breach Notification

In the event of a Security Breach affecting Subscriber Data, ImageRights will notify the Subscriber without undue delay and will cooperate with the Subscriber in investigating and mitigating the breach. "Security Breach" means any act or omission that materially compromises the security, confidentiality, or integrity of Subscriber Data, or any unauthorized access to or acquisition of Subscriber Data. ImageRights shall not inform any third party of a Security Breach without first obtaining Subscriber's prior written consent, except where disclosure is required by applicable law.

7.4 Data Processing

ImageRights processes data on behalf of Users in connection with the Services. Where applicable, ImageRights acts as a data processor (or service provider) and the User acts as the data controller (or business), as those terms are defined under applicable data protection laws. ImageRights will process Subscriber Data only in accordance with these Terms of Service, the Privacy Policy, and any applicable Customer Agreement or data processing addendum.

8. Publicly Available Information and Social Media Monitoring

8.1 Nature of Monitoring

The Services involve the automated collection, analysis, and archiving of publicly available information, including Student-Athlete social media posts, public profiles, and other publicly accessible content. Subscriber acknowledges and agrees that:

  • The Services monitor only publicly available content that Athletes have posted to social media platforms or that is otherwise publicly accessible;

  • The Services do not access private accounts, direct messages, or non-public content;

  • The accuracy of AI-powered detection and analysis, while designed to achieve high accuracy, is not guaranteed to be error-free; and

  • ImageRights does not control the availability, accuracy, or completeness of third-party social media content or publicly available data.

8.2 Compliance Responsibility

The Services are tools designed to assist Institutional Users in identifying potential NIL compliance concerns. The Services do not constitute legal advice, regulatory guidance, or a determination of whether any particular NIL transaction is compliant or non-compliant with applicable rules. All compliance determinations, enforcement actions, and communications with Student-Athletes remain the sole responsibility of the Subscriber and its authorized personnel.

8.3 No Agency

ImageRights is not a party to, and does not serve as an agent of Subscriber in any NIL transaction, compliance determination, enforcement action, or communication with any Student-Athlete. ImageRights is not responsible for the decisions or actions taken by Subscriber based on information provided through the Services.

9. Evidentiary Archiving

9.1 Archive Purpose

The Services include evidentiary archiving features that capture time-stamped screenshots and metadata of publicly available NIL-related content for compliance documentation purposes. These archives are intended to support institutional compliance records and regulatory reporting.

9.2 Archive Limitations

While ImageRights takes commercially reasonable efforts to ensure the accuracy and integrity of archived content, Subscriber acknowledges that:

  • Social media platforms may modify, remove, or restrict access to content at any time;

  • Archives reflect content as captured at the time of collection and may not reflect subsequent modifications or deletions by the original poster;

  • ImageRights does not guarantee that all NIL-related content will be captured or that every instance of NIL activity will be detected; and

  • Archived content should be evaluated by qualified compliance personnel in conjunction with other available information.

10. Confidentiality

10.1 Confidential Information

All non-public, confidential, or proprietary information of each party, including but not limited to specifications, source code, algorithms, AI models, business operations, pricing, Subscriber Data, compliance records, and investigative findings, disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally or in written, electronic, or other form, and whether or not marked as "confidential," is confidential and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.

10.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to those of its employees, representatives, contractors, or advisors to whom such access is reasonably necessary for the proper performance of obligations hereunder, provided that such individuals are bound by confidentiality obligations no less restrictive than those contained herein.

10.3 Exceptions

The confidentiality obligations in this Section do not apply to information that: (A) is or becomes part of the public domain through no fault of the Receiving Party; (B) was known to the Receiving Party at the time of disclosure without restriction; (C) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (D) is required by law, court order, or governmental authority to be disclosed, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement to the extent legally permitted.

11. Term and Termination

11.1 Term

These Terms of Service are effective as of the date You first access or use the Services and shall continue for the period specified in the applicable Customer Agreement (the "Term"). For users accessing the Site without a Customer Agreement, these Terms of Service are effective as of the date of first access and remain in effect until terminated.

11.2 Termination without Cause

You may terminate Your use of the Services and access to the Site by submitting a written termination request to ImageRights; provided, however, that such termination shall not release You from any payment obligation accrued prior to the effective date of such termination, which payment shall become immediately due and payable.

11.3 Termination for Cause

Either party may terminate these Terms of Service (and any applicable Customer Agreement, unless such agreement provides otherwise) in the event of a material breach by the other party that is not cured within ten (10) days of written notice of such breach and demand to cure.

ImageRights may also terminate or suspend Your access to the Services immediately, without prior notice or liability, if:

  • You breach any provision of these Terms of Service;

  • You fail to pay any amounts due under these Terms of Service or any Customer Agreement;

  • ImageRights reasonably believes that Your use of the Services violates applicable law or regulation;

  • ImageRights reasonably believes that Your use of the Services may cause harm to ImageRights, other users, or third parties; or

  • Continued provision of the Services to You is no longer commercially viable.

11.4 Effects of Termination

Upon termination or expiration of these Terms of Service or any Customer Agreement:

  • Your right to access and use the Services shall immediately cease;

  • You shall promptly pay all outstanding fees and amounts owed to ImageRights;

  • Each party shall return or destroy all Confidential Information of the other party in its possession, except as required to be retained by applicable law or regulation;

  • ImageRights may, at its discretion, retain Subscriber Data for a reasonable period to allow Subscriber to request export of such data; and

  • ImageRights may retain compliance records, archived content, and related data as required by applicable law, regulation, or institutional compliance requirements.

11.5 Survival

The provisions of these Terms of Service that by their nature should survive termination shall survive, including without limitation Sections 4.2 (Restrictions), 5 (Fees and Payment), 6 (Intellectual Property), 7 (Data Protection and Security), 10 (Confidentiality), 12 (Disclaimers of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 20 (Governing Law and Dispute Resolution).

12. Disclaimers of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

IMAGERIGHTS AND ITS DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, IMAGERIGHTS DOES NOT WARRANT OR REPRESENT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

  • THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE;

  • THE SERVICES WILL DETECT ALL NIL ACTIVITY, IDENTIFY ALL COMPLIANCE ISSUES, OR CAPTURE ALL RELEVANT SOCIAL MEDIA CONTENT;

  • THE AI MODELS OR ALGORITHMS USED IN THE SERVICES WILL BE FREE FROM ERRORS, FALSE POSITIVES, OR FALSE NEGATIVES;

  • ANY COMPLIANCE DETERMINATION, REPORT, ALERT, OR RECOMMENDATION GENERATED BY THE SERVICES CONSTITUTES LEGAL ADVICE OR A GUARANTEE OF REGULATORY COMPLIANCE;

  • THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; OR

  • ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

THE SERVICES SEARCH PUBLICLY AVAILABLE INTERNET CONTENT BUT IMAGERIGHTS DOES NOT GUARANTEE THAT THE SERVICES WILL FIND EVERY INSTANCE OF NIL ACTIVITY, SEARCH THE ENTIRE INTERNET, SEARCH THE INTERNET CONTINUOUSLY, OR RETURN ACCURATE RESULTS IN EVERY INSTANCE.

IMAGERIGHTS MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OR COMPLETENESS OF SUBSCRIBER DATA OR THE DATA MADE AVAILABLE THROUGH THE SERVICES. IMAGERIGHTS MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT SUBSCRIBER WILL ACHIEVE ANY PARTICULAR COMPLIANCE OUTCOME BY USING THE SERVICES.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THESE TERMS OF SERVICE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMAGERIGHTS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS' TOTAL CUMULATIVE AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE AND ANY CUSTOMER AGREEMENT (WHETHER DUE TO NEGLIGENCE, BREACH OF OBLIGATIONS, OR OTHERWISE) FOR ANY CLAIMS, LOSSES, OR DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY SUBSCRIBER TO IMAGERIGHTS UNDER THE APPLICABLE CUSTOMER AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IMAGERIGHTS SHALL NOT BE LIABLE FOR:

  • BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST PROFITS, LOST SAVINGS, OR LOST REVENUE;

  • LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA;

  • SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES;

  • DAMAGES ARISING FROM ANY COMPLIANCE DETERMINATION, ENFORCEMENT ACTION, OR REGULATORY PROCEEDING BASED ON INFORMATION PROVIDED THROUGH THE SERVICES;

  • DAMAGES ARISING FROM THE INELIGIBILITY OR SUSPENSION OF ANY STUDENT-ATHLETE;

  • DAMAGES ARISING FROM ANY REVENUE-SHARING CAP REDUCTION, POSTSEASON BAN, OR OTHER SANCTION IMPOSED ON AN INSTITUTION; OR

  • DAMAGES ARISING FROM ANY THIRD-PARTY CLAIM RELATED TO NIL TRANSACTIONS OR COMPLIANCE.

THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE AND SHALL APPLY EVEN IF IMAGERIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FEES CHARGED.

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF (I) THE TERMINATION OR EXPIRATION OF THESE TERMS OF SERVICE OR THE APPLICABLE CUSTOMER AGREEMENT, OR (II) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.

14. Indemnification

14.1 Subscriber Indemnification

You agree to defend, indemnify, and hold harmless ImageRights and its affiliates, and their respective officers, directors, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Your use of the Services in violation of these Terms of Service;

  • Your breach of any representation or warranty contained in these Terms of Service;

  • Your violation of any applicable law, regulation, NCAA bylaw, or state NIL legislation;

  • Any Subscriber Data or other materials provided by You through the Services;

  • Any action taken or decision made by You based on information, reports, alerts, or other Content provided through the Services;

  • Any claim by a Student-Athlete, institution, conference, or third party arising from Your use of the Services or information obtained therefrom; or

  • Any violation of the rights of any third party.

15. NCAA and Regulatory Compliance

15.1 No Endorsement

ImageRights is not sponsored by, affiliated with, or endorsed by the NCAA, any member conference, or any member institution. The Services are independent compliance monitoring and due diligence tools.

15.2 Regulatory Awareness

The Services are designed to support compliance with NCAA Bylaw 22, and other applicable NIL disclosure and compliance requirements. However, applicable rules and regulations are subject to change, and ImageRights does not guarantee that the Services will at all times reflect the most current regulatory requirements.

15.3 No Legal Advice

The Services, including all reports, alerts, dashboards, analytics, and recommendations, do not constitute legal advice, regulatory guidance, or a determination of compliance. Subscribers are responsible for seeking their own legal counsel regarding compliance matters. ImageRights is not a law firm, does not provide legal services, and no attorney-client relationship is created by the use of the Services.

16. Document and Data Handling and Retention

16.1 Electronic Communications

ImageRights communicates with Subscribers primarily via electronic means, including email and in-platform notifications. You consent to receiving communications in electronic form and acknowledge the inherent risks of electronic communication, including with respect to confidentiality and security.

16.2 Cloud Storage

ImageRights uses cloud-based infrastructure for the hosting and storage of the Services and associated data. You consent to the storage and processing of data on secure cloud servers, which may be located in the United States or any other regions where the United States and/or the European Union do not maintain an embargo or comprehensive sanctions.

16.3 Data Retention

ImageRights retains Subscriber Data and compliance records in accordance with the data retention provisions set forth in our Privacy Policy and any applicable Customer Agreement. Upon termination or expiration of a Customer Agreement, ImageRights may retain archived compliance data as required by applicable law and regulation.

16.4 Interstate Nature of Communications

You acknowledge and agree that using the Site or the Services (such as but not limited to emails, search queries, uploading or downloading Content, etc.) involves the use of computers and networks located throughout the United States of America and the world. As a result thereof, the network architecture used and the nature of electronic communications, even communications that appear to be intrastate can result in the transmission of interstate communications regardless of where You are physically located at the time of the transmission. Accordingly, You acknowledge that the use of the Site and Services results in interstate data transmissions.

17. Third-Party Websites and Services

The Site and Services may contain links to or integrations with third-party websites, platforms, or services, including social media platforms, institutional compliance systems, and conference reporting tools. ImageRights does not supervise, control, or endorse the content, products, or services of any third party. ImageRights disclaims all warranties and representations regarding third-party sites and services and shall not be liable for any damages or injury arising from the content of or Your interactions with third-party sites or services.

18. Modifications to Terms of Service

ImageRights may modify these Terms of Service at any time and in its sole discretion by posting the modified Terms of Service on the Site. The modifications shall be effective upon such posting, unless some other date is specified, in which case that date shall be the effective date. You agree to review these Terms of Service periodically so that You are aware of any modifications. Your continued use of the Site or Services following the posting of changes constitutes Your acceptance of the modified Terms of Service.

19. Privacy

Your use of the Services is also governed by our Privacy Policy, available at https://nilsignal.ai/privacy. By using the Services, You agree and consent to the collection, use, and disclosure of Your information as described in the Privacy Policy. The Privacy Policy is incorporated into and forms part of these Terms of Service.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms of Service shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of California, without regard to the principles of conflicts of laws.

20.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms of Service, any Customer Agreement, or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in Orange County, California before one neutral arbitrator administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall issue a written award with findings of fact and conclusions of law. Judgment on the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable costs and attorneys' fees, as determined by the arbitrator.

20.3 Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES.

20.4 Injunctive Relief

Notwithstanding the arbitration provision above, ImageRights may seek injunctive or other equitable relief in any court of competent jurisdiction in California or Massachusetts to protect its intellectual property rights or Confidential Information.

20.5 Class Action Waiver

You agree that any disputes under these Terms of Service will be resolved on an individual basis and will not be consolidated with any claim of any other party. You agree not to participate in any class, collective, or representative action against ImageRights.

21. Miscellaneous

21.1 Entire Agreement

These Terms of Service, together with the Privacy Policy and any applicable Customer Agreement, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, proposals, or understandings between the parties regarding such subject matter. To the extent that any term of an applicable Customer Agreement expressly conflicts with a term in these Terms of Service, the relevant term in the applicable Customer Agreement shall prevail.

21.2 Assignment

You may not assign, transfer, or sublicense Your rights or obligations under these Terms of Service without ImageRights' prior written consent. Any attempted assignment in violation of this Section shall be null and void. ImageRights may assign its rights and obligations under these Terms of Service without restriction.

21.3 No Agency

No agency, partnership, joint venture, or employment relationship is created between You and ImageRights as a result of these Terms of Service. Neither party has any authority to bind the other.

21.4 Waiver

No failure or delay by either party in exercising any right under these Terms of Service shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

21.5 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provisions, and these Terms of Service shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

21.6 Notices

All notices under these Terms of Service shall be in writing and shall be deemed given when sent by email to the last email address provided. Notices to ImageRights shall be sent to contact@nilsignal.ai. Notices to Subscriber shall be sent to the email address associated with the Subscriber's account.

21.7 Headings

Headings used in these Terms of Service are for convenience only and have no legal or contractual significance.

21.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, terrorism, pandemics, labor strikes, shortages of resources, failures of third-party telecommunications or hosting providers, or similar events.

22. Copyright Infringement Claims

ImageRights respects the intellectual property rights of others and has adopted a policy in accordance with the Digital Millennium Copyright Act ("DMCA"). If You believe that any material on the Site infringes Your copyright, You may submit a notification to our designated copyright agent with the following information:

  • A subject line that says: “DMCA Copyright Infringement Notice”;

  • A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

  • Description of the copyrighted work claimed to have been infringed;

  • Identification of the material that is claimed to be infringing and its location on the Site (please include the URL or page of the Service on which the material appears);

  • Your contact information, including address, telephone number, and email address;

  • A 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

  • A statement, made under penalty of perjury, that the information in the notification is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

We will only respond to DMCA Notices that we receive by mail or email at the addresses below:

ImageRights International, Inc.
Attn: DMCA Agent
Email: dmca@nilsignal.ai

Address: One Boston Place, Suite 2600, Boston, MA 02108

It is often difficult to determine if your copyright has been infringed.  We may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA. 

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work.  That person may elect to send us a DMCA Counter-Notification.

If access to the Services is disabled as a result of a DMCA Notice, and if you believe that the disabled access is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above.  Your DMCA Counter-Notification should contain the following information:

  • a subject line that says: “DMCA Counter-Notification;

  • A physical or electronic signature of person submitting the counter-notification;

  • Description of the material that has been removed or to which access has been disabled on the Site (please include the URL or page of the Service from which the material was removed or access to it disabled);

  • Your contact information, including address, telephone number, and email address;

  • A statement, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

  • a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Massachusetts), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person.

We will only respond to DMCA Notices that we receive by mail or email at the addresses below:

ImageRights International, Inc.
Attn: DMCA Agent
Email: dmca@nilsignal.ai

Address: One Boston Place, Suite 2600, Boston, MA 02108

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service.  You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

23. Contact Information

If You have any questions about these Terms of Service, please contact us at:

ImageRights International, Inc.
Email: contact@nilsignal.ai
Website: https://nilsignal.ai

These Terms of Service are separate from our Privacy Policy, which governs the collection, use, and disclosure of Your personal information in connection with the Site and Services.