Terms of Service

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. We reserve the right to modify or update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on this website. It is your responsibility to periodically review these Terms to stay informed of any updates. By using the Platform after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately discontinue use of the Platform.

RallyFuel provides a digital platform that enables users to contribute financial support to athletes for Name, Image, and Likeness (NIL) endorsement opportunities.

1. Through the Platform, users can:

• Submit financial contributions to support an athlete’s NIL activities.
• Engage with athletes through NIL-based transactions.
• Execute NIL endorsement agreements facilitated by RallyFuel.

2. RallyFuel does not guarantee that:

• Any athlete will accept an NIL offer.
• Contributed funds will be used in a specific manner beyond their intended NIL purpose.

By agreeing to, and remaining in compliance with, these Terms, we grant you access to use the Platform and its services. All features available through the Platform may vary depending on the type of account you have registered with the Platform. We may change features from time to time. We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) without notice.

1. To access and use the Platform, you represent and warrant that:

• You are at least eighteen (18) years of age and capable of forming a legally binding agreement.
• You are a legal resident of the United States.
• You will comply with all applicable NIL regulations and NCAA guidelines.
• You will use the Platform only for lawful purposes.

RallyFuel reserves the right to deny access to any user who fails to meet these eligibility requirements.

To access certain features of the Platform, you must create an account and provide accurate, current, and complete information.

1. By creating an account, you agree to:

• Maintain the confidentiality of your credentials.
• Be responsible for all activity conducted under your account.
• Promptly update your information to ensure accuracy.
• Immediately notify RallyFuel of any unauthorized access or security breach.

2. RallyFuel reserves the right to suspend or terminate accounts that:

• Violate these Terms.
• Engage in fraudulent activity.
• Pose a security risk to the Platform.

1. By using the Platform, you agree that you will not:

• Violate NIL regulations, NCAA compliance rules, or any applicable laws.
• Engage in fraudulent, deceptive, or misleading activity.
• Post, transmit, or distribute offensive, defamatory, or infringing content.
• Use the Platform for unauthorized NIL transactions, recruiting inducements, or pay-for-play schemes.
• Interfere with, disrupt, or attempt to gain unauthorized access to any part of the Platform.
• Use automated bots, scripts, or fake accounts to interact with the Platform.
• Engage in money laundering, unauthorized financial transactions, or attempts to manipulate the system (e.g., fraudulent NIL deals).
• Athletes: Fail to disclose or fulfill NIL agreements facilitated by the Platform as required by NCAA, state laws, or university policies.

RallyFuel reserves the right to remove content, suspend accounts, and take legal action against users who violate these provisions.

1. Submitting Contributions

• Users may contribute funds to support an athlete’s NIL activities.
• Contributions are held until the athlete accepts the NIL offer and finalizes an endorsement agreement.

2. Athlete Decisions and Payments

• If the athlete accepts the NIL offer, the funds are converted into an NIL contract.
• If the athlete declines or does not respond within 14 days, the funds are credited back to the user’s account.
• By providing us a payment card or other payment method information, you authorize us to automatically charge you for the designated amount should your offer be accepted. You represent and warrant that you are the lawful owner of any payment method used by you to make any offer(s) on the Platform. It shall be a violation of these Terms for you to use any payment method that is not owned by you. We reserve the right to suspend and/or terminate your account without notice upon being notified that any payment made with your account is charged back, declined, and/or was not made in the name of the person registered to the account.

3. Refund Policy

• NIL contributions are non-refundable once an athlete accepts an NIL deal, except in cases of fraud or material breach by the athlete, as determined by RallyFuel in its sole discretion, in which case refunds may be issued within 15 business days.
• If an NIL offer is not accepted within 14 days, funds are automatically refunded to the user’s account within 5 business days, unless a manual refund request is submitted via support@rallyfuel.com, processed within 10 business days.

• Service Fees: RallyFuel may charge transaction fees, which will be disclosed before payment is processed. Our fees are withheld from the applicable payment made to the athlete.
• RallyFuel Points (RFP): Users may earn RallyFuel Points (RFP) as part of the Platform’s rewards program. RFP has no cash value and may only be redeemed for benefits outlined on the Platform.
• Payment Processing: You acknowledge and agree that we may use one or more third-party payment processors to facilitate payments made through the Platform, and that such payment processors will receive sufficient information regarding you and your payment method as needed to process such payments. RallyFuel does not store payment credentials and is not liable for payment processing errors. We may impose a reasonable hold period on paid amounts for funding confirmation and anti-fraud purposes.
• Taxes: Users and athletes are responsible for all applicable tax obligations related to NIL transactions.

All content, trademarks, and technology (“Platform Content”) on the Platform are the exclusive property of RallyFuel or its licensors, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. Platform Content are provided “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Platform and no Platform Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

1. Users may NOT:

• Copy, reproduce, distribute, or modify Platform Content, including, but not limited to, RallyFuel branding, trademarks, or software.
• Upload or distribute content that infringes on third-party intellectual property rights.
• Use RallyFuel’s content for commercial purposes without written consent.

RallyFuel reserves the right to feature user-generated content (UGC) submitted via the Platform (e.g., athlete campaign posts, donor testimonials) for promotional purposes, with attribution where applicable, without additional compensation. By submitting any UGC, you: (i) represent and warrant that you have all right, title, license and/or interest to do so and the creation, distribution, transmission, public display and performance, accessing, downloading and copying of UGC does not and will not violate any applicable law, regulation or rule, or otherwise infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; (ii) acknowledge that UGC will not be treated as confidential, and may be publicly visible via the Platform; (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of UGC in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote the Platform) without attribution or compensation; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any UGC. You acknowledge that all UGC is created, selected, and provided by the uploading party and not by us. We do not assert any ownership over UGC and the uploading party shall retain full ownership of all of UGC and any intellectual property rights or other proprietary rights associated thereto. We reserve the right (but are not obligated) to moderate or review any UGC to verify compliance with these Terms and/or any applicable law.

We reserve the right to suspend access to any UGC posted on the Platform if we become aware that such UGC may not comply with these Terms and/or any applicable law. We will not be responsible for any loss suffered arising from the suspension of access to UGC or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of UGC under this section.

If we suspend access to or delete any UGC, we will notify the uploading party via email or electronic message to your account, but we are not obligated to give you prior notice of such removal or suspension.

If you provide any questions, comments, ideas, feedback, suggestions, improvements, or requests for additional functionality (collectively, “Feedback”), you acknowledge such Feedback is non-confidential and grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute, and create derivative works of such Feedback in any way we deem reasonable, commercial or otherwise, without any attribution, compensation or accounting to you. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in any Feedback submitted by you to us. This paragraph will survive any termination or expiration of these Terms or of your account on the Platform.

The Platform may contain links to websites owned or operated by third parties (“Third Party Websites”). We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We are not responsible for the accuracy or reliability of any Third Party Website and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to any Third Party Website. If you decide to leave the Platform and access any Third Party Website, you do so at your own risk, and you should be aware that our terms and policies do not govern your use or access to any Third Party Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases that are exclusively between you and the applicable third party.

We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Platform even if introduced via the Platform. You are solely responsible for your interactions with any third parties.

Your use of the Platform is governed by our Privacy Policy, which explains how we collect, store, and use personal information.

By using RallyFuel, you consent to the data practices described in our Privacy Policy.

1. No Warranty

• The Platform is provided “as is” and “as available” without warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or that use of the Platform will be uninterrupted or error-free or the Platform Content will be complete or accurate. We are not responsible for any problems or technical malfunction of any electronic network or lines, servers, software, or failure of transmission as a result of technical problems or traffic congestion on the internet, including any injury or damage to any person's computer resulting from participation or downloading materials in connection with the Platform, and we make no guarantees about the Platform’s functionality, uptime, or the successful completion of any transaction while using the Platform.
• During the initial launch phase, the Platform may be in beta testing, and users acknowledge that features, functionality, or availability (“Beta Status”) may change without notice. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL OFFERINGS PROVIDED WHILE THE PLATFORM IS IN BETA STATUS ARE PROVIDED ON A COMPLETE “AS-IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER. In furtherance thereof, you acknowledge that while the Platform is in Beta Status: 1. - Features may be incomplete, unstable, or change dramatically without notice - The Platform may experience downtime, data loss, or critical errors - Payment processing may fail or be delayed - Athlete profiles may be inaccurate or incomplete - Matching algorithms and fund distribution are experimental - Customer support is limited - We may reset accounts or data at any time - The Platform may shut down temporarily or permanently By using the Platform while in Beta Status, you further acknowledge: - You are an early tester and not a user of a finished product or service - You accept and/or otherwise assume all risks of using any experimental software provided by the Platform - Your feedback helps us improve, but we make no promises about implementing any requests - Any funds pledged while the Platform is in Beta Status carry a higher risk of an unsuccessful transactions and as a result: (a) you agree not to pledge large amounts on the Platform and/or amount(s) for which you cannot bear risk of loss, (b) you agree not to rely on the Platform for any time-sensitive NIL transactions or NIL offers, and (c) you agree to keep a personal record of all transactions made or otherwise attempted on the Platform. 2. Should you discover any bugs, errors, defects, or other issues while using the Platform in Beta Status, please contact us at support@rallyfuel.com.
• RallyFuel does not guarantee the success of NIL transactions or acceptance of NIL offers.
• RallyFuel does not provide athletic compliance, legal, tax, financial or other professional advice. You should consult professional advisors about the athletic compliance, legal, tax, or financial consequences of your activities on the Platform. We cannot guarantee any specific results from use of the Platform. The Platform is provided to facilitate connections between athletes and users. We are not a broker or agent for any of the athletes listed on the Platform. As with the purchase of any product or service through any medium or in any environment, you are required to use your best judgment and exercise caution where appropriate.

2. Release and Limitation of Liability

• RallyFuel is not liable for:
• Athlete decisions, compliance violations, or NIL disputes.
• Direct, indirect, incidental, or consequential damages, including but not limited to, damages for loss of profits, goodwill, or data (even if we have been advised of the possibility of such damages), resulting from the use of or the inability to use the Platform, under any legal theory whatsoever (including, without limitation, tort, contract, strict liability, or otherwise).
• Claims exceeding the total amount paid by the user in the last six (6) months.
• Users must bring any claims related to the Platform within one (1) year of the event giving rise to the claim, or such claims shall be waived.

• California residents hereby waive California civil code section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
• Some states do not allow certain disclaimers or limitations on warranties, so some of the above limitations may not apply to you. These limitations will apply to the maximum extent permitted by law.

1. You agree to indemnify, defend, and hold harmless RallyFuel from any claims, damages, or liabilities arising from:

• Your use of the Platform.
• Your uploading of any UGC.
• Your violation of these Terms or the rights of any third party.
• Any NIL-related disputes or regulatory violations (including any dispute with an athlete or user as to the performance of obligations under a NIL contract, quality of any services or deliverables, etc.).

We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

1. These Terms shall remain in full force and effect while you use the Platform or are otherwise a user of the Platform, as applicable. RallyFuel reserves the right to suspend or terminate your account and access to the Platform at its sole discretion, with or without notice, for:

• Violating NIL laws or NCAA regulations.
• Repeated violations of content guidelines.
• Attempting to manipulate the system (e.g., fraudulent NIL deals, bots, or fake accounts).

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil and/or criminal action.

Where practicable, RallyFuel will provide email notice of termination to the user’s email address associated with the registered account, except in cases of urgent security or legal risks. Upon termination, any pending contributions not yet accepted by an athlete will be refunded per Section 6.3.

1. RallyFuel shall not be liable for any failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to:

• Cyberattacks or data breaches.
• Payment provider failures or disruptions.
• Regulatory changes (e.g., NCAA or state NIL law updates).
• Natural disasters, pandemics, or acts of God.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

These Terms shall be governed by Florida law, without regard to conflict of law principles.

Please read this clause carefully as it requires you to arbitrate certain disputes and claims on an individual basis and limits the manner in which you can seek relief from us. This clause will be constructed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.

3. Any disputes arising in connection with the Platform or these Terms or our Privacy Policy, the validity or scope of this Arbitration Agreement, your participation or other access to or use of the Platform, or any other dispute between you and us (collectively, “Disputes”) will be exclusively resolved in binding, confidential arbitration using the dispute resolution procedures of the American Arbitration Association (AAA) in Miami, Florida. In furtherance thereof, you agree that:

• The AAA will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, or successor rules, which are in effect at the time of arbitration is sought. Those rules are available at www.adr.org;
• Arbitration will proceed on an individual basis. To the maximum extent permitted by applicable law, neither you nor us shall be entitled to consolidate, join or coordinate Disputes by or against other individuals or entities, or participate in any claim as part of a class, group, collective, coordinated, consolidated, mass, or representative proceeding, or arbitrate or litigate any dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity or otherwise seek to recover for losses incurred by a third party. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived;
• Arbitration will be handled by a sole arbitrator in accordance with the AAA Rules; and
• The AAA rules will govern payment of all arbitration fees
• Except as otherwise may be required by the AAA Rules, the arbitration will be held in the jurisdiction in which you reside, conducted via telephone or other remote electronic means. Notwithstanding the foregoing obligation to arbitrate Disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

You have the right to opt out of the mandatory arbitration provision by sending written notice of such decision to us at support@rallyfuel.com, Attn: Arbitration Opt-Out. Your notice must be received within 30 days from date you first created an account on the Platform, and must include your name and address, the email address you have used to set up an account on the Platform, and an unequivocal statement that you want to opt out of the mandatory arbitration provisions. If you opt-out as described above, we will be automatically deemed to have opted out as well and will be free to pursue legal claims in court against you in the event of any disputes.

RallyFuel reserves the right to modify or update these Terms at any time. Changes will be posted on the Platform with the revised effective date. Continued use of the Platform constitutes acceptance of updated Terms.

Some or all of the Platform’s features and services may be limited or unavailable to users who are not residents and/or citizens of the United States.

You agree to be bound by any affirmation, assent, or agreement you transmit through the Platform. You agree that when you click on an “I agree,” “I consent,” or other similarly worded button, check box, or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable as to the terms thereof and the legal equivalent of your handwritten signature.

These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms shall prevail over any communication between us via email or chat.

You may provide notice to us by contacting us as set forth below. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via the Platform.

Email: support@rallyfuel.com

By using RallyFuel, you acknowledge that you have read, understood, and agreed to these Terms of Service.