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 operates as an online platform that enable and facilitates relationships between fans and athletes seeking to license use of their Name, Image, and Likeness (NIL) offering Conditional NIL Engagement Rights used to enter into agreement for the performance of endorsement, sponsorship, public speaking/appearances, promotion, and/or any other commercial services (each, an “NIL Agreement”) with RallyFuel and/or an affiliate or other third party (each, an “Affiliate”) based upon RallyFuel and/or such Affiliate’s connection with a specific university (each, an “Affiliated School”). We are a platform that connects parties and facilitates transactions through licensed third-party payment processors. RallyFuel does not hold, custody, or control user funds at any time.

2.1 Platform Services - Through the Platform, users can:

• Purchase Cconditional NIL Eengagement Rrights from RallyFuel. “Conditional NIL Engagement Rights” represent a tentative agreement between fan(s) and RallyFuel relating to RallyFuel, directly and/or via an Affiliate, offering and execution of an NIL Agreement to an athlete should the athlete voluntarily elect to attend the Affiliated School.
• View aggregated fan purchases organized by Affiliated School
• Execute NIL Agreements facilitated by RallyFuel's technology platform

2.2 Role as Platform Facilitator - RallyFuel acts solely as a technology platform that:

• Connects fans with athletes
• Facilitates payment processing through licensed third-party providers
• Orchestrates fund distribution based on athlete decisions
• Provides technology infrastructure for NIL agreement management

2.3 What RallyFuel Does Not Do - RallyFuel does not:

• Hold, custody, or control customer funds
• Guarantee any athlete will accept any NIL Agreement or select any Affiliated School
• Guarantee funds will be used in any specific manner
• Act as a money transmitter or financial institution
• Provide financial, legal, tax, or athletic compliance advice

By agreeing to these Terms, you understand that all monetary transactions are processed and managed by third-party payment service providers, not by RallyFuel directly.

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 rules, regulations and/or guidelines provided or otherwise adopted by RallyFuel for use of the Platform
• 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.

4.1 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
• You acknowledge that you are responsible for all use of the Platform through your account, including, without limitation, all transaction activity. You may not assign or transfer your account to any other person. You further agree that RallyFuel shall not be held responsible for any third-party access to or use of your account.

4.2 RallyFuel reserves the right to suspend or terminate accounts that:

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

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
• Athletes: Fail to disclose or fulfill NIL Agreements facilitated by the Platform as required by NCAA, state/federal laws, or university policies

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

6.1 Purchasing Conditional NIL Engagement Rights:

• Fans purchase Conditional NIL Engagement Rights offered by Athletes on the Platform.
• Payments are processed immediately through our third-party payment processor
• Fans designate their Affiliated School when purchases
• Multiple fans may support the same Affiliated School combination
• This is a purchase of conditional commercial rights, not a donation or gift

6.2 Affiliated School-Based Aggregation:

• Purchases are aggregated and displayed to athletes by Affiliated School for the purpose of showing the potential total market value of the NIL Agreement associated with such Conditional NIL Engagement Rights
• Athletes make acceptance decisions on an Affiliated School basis
• The Platform displays transparent metrics showing fan support by school

6.3 Payment Processing and Fund Management:

• RallyFuel provides technology to facilitate transaction flow across multiple payment methods
• The payment processor maintains custody of funds during the conditional period (i.e. date of purchase until athlete’s selection of an Affiliated School, unless other specific period stated on the Platform) according to their policies
• RallyFuel directs the payment processor to distribute or refund based on athlete decisions
• Platform fees are deducted only from successfully completed transactions
• Different payment methods may have different processing times and fee structures

6.4 Athlete Acceptance/Rejection Process:

• Athletes accept or decline NIL Agreements on an Affiliated School basis
• If the athlete selects the Affiliated School, the RallyFuel, directly or via an Affiliate, shall offer an NIL Agreement to such athlete based on the total value of the purchased Conditional NIL Engagement Rights (less any transaction or administrative fees deducted by RallyFuel relating thereto).
• Athletes acceptance of an NIL Agreement indicates the athlete’s agreement to fulfill NIL obligations and/or services as set forth in the NIL Agreement.
• If an athlete does not accept a fan(s) Affiliated School or declines to enter into or perform as required under a NIL Agreement, such fan(s) purchase of Conditional NIL Engagement Rights relating thereto shall be refunded in accordance with Section 8 of these Terms.

6.6 Transfer Portal:

• NIL Agreements remain in full force and effect for the duration set forth in the agreement
• Athlete transfers from an Affiliated School relating to an NIL Agreement do not trigger refunds for completed any purchased Conditional NIL Engagement Rights converted into an NIL Agreement relating to athlete and such Affiliated School.

7.1 Service Fees: RallyFuel charges a platform fee on successful transactions, which will be disclosed before payment processing. Our fees are deducted from amounts distributed to athletes in exchange for execution of an NIL Agreement

7.2 Third-Party Payment Processing:

• You acknowledge that all payment processing is handled by third-party payment service providers, including but not limited to Stripe and PayPal
• These providers are licensed and regulated financial service companies
• You agree to comply with the applicable payment processor's terms of service
• RallyFuel is not responsible for payment processing errors or failures
• Payment processors may impose holds for fraud prevention and compliance
• You authorize RallyFuel to share necessary information with payment processors to facilitate transactions

7.3 Payment Method Selection:

• RallyFuel may offer multiple payment methods through different processors
• Payment method availability may vary based on transaction amount and user location
• Each payment processor may have different fees, processing times, and terms
• You are responsible for any fees charged by your payment method provider

7.5 Payment Authorization - By providing payment information, you:

• Authorize the immediate processing of your purchase
• Confirm you are the authorized user of the selected payment method
• Agree to the payment processor's terms and conditions
• Understand that payments are for conditional NIL Engagement Rights, and are not donations or otherwise taxable as a charitable contribution

7.6 Taxes: Users and athletes are responsible for all applicable tax obligations related to NIL transactions. To the extent that we are required by law to charge and collect taxes on products that we sell, such taxes shall be charged based on the applicable tax laws. RallyFuel will provide appropriate tax documentation as required by law.

7.7 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.

8.1 Automatic Refunds - Full refunds are automatically processed when:

• Athlete selects an Affiliated School different from fan's designation
• Conditional period for entering into an NIL Agreement – as made known by RallyFuel – following athlete selection of an Affiliated School expires
• Athlete is declared no longer eligible to participate in collegiate sports (i.e. athlete graduates, enters draft to play professional sports, etc).

8.2 No Refunds After Completion - NIL payments are non-refundable once distributed to athletes, following execution of an NIL Agreement, except in cases of:

• Fraud or material breach by the athlete
• Failure to fulfill NIL obligations
• As otherwise required by appliable law, rules, and/or regulations

8.3 Refund Processing:

• Refunds are initiated through the original payment processor used for the transaction
• Processing times vary by payment method (typically 5-10 business days)
• Refunds return to original payment method
• No Platform fees charged on refunded transactions
• You acknowledge that all refund timelines are controlled by the payment processor, not RallyFuel

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. Platform Content is provided "AS IS" for your information and personal use only.

9.1 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.

• Platform Content is provided "AS IS" for your information and personal use only.

9.2 Users may NOT:

• Copy, reproduce, distribute, or modify Platform Content
• Upload content that infringes third-party intellectual property rights
• Use RallyFuel's content for commercial purposes without written consent

9.3 By agreeing to, and remaining in compliance with, these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform and its services. RallyFuel reserves all rights in and to the Platform (including, without limitation, Platform Content) not expressly granted to you according to these Terms.

We may allow you to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information (collectively, "Contributions"). Contributions may be viewable by other users of the Platform and through third-party websites.

10.1 By posting any content or materials ("Contributions") on the Platform, you represent and warrant that:

• The creation, distribution, transmission, public display or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights—including, without limitation, copyright, patent, trademark, trade secret, or moral rights—of any third party.
• You are the creator and owner of, or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions as contemplated herein.
• You have the written consent, release, and/or permission of each identifiable individual person in your Contributions to use the name or likeness of such individuals as contemplated herein.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten any other person or to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not include offensive comments connected to race, national origin, gender, sexual preference, or disabilities.
• Your Contributions do not encourage illegal, unsafe, or unhealthy behavior.
• Your Contributions do not promote tobacco products, prescription drugs, illegal or prohibited substances, gambling, guns, adult content, or alcohol.
• Your Contributions do not involve or promote third-party commercial activities or sales (including contests, sweepstakes, product placements, advertising, or other promotions) without our express prior consent.
• Your Contributions do not otherwise violate, or link to material that violates, these Terms or any applicable law or regulation.

Any use of the Platform in violation of the foregoing may result in, among other things, termination or suspension of your right to use the Platform and/or otherwise access its services.

You acknowledge that all Contributions are created, selected, and provided by the uploading party and not by RallyFuel. We are not responsible for reviewing or moderating Contributions, and we do not select or modify Contributions that are stored or transmitted via the Platform.

By uploading, publishing, modifying, or displaying material on the Platform (including Contributions), you automatically grant, and warrant that you have the right to grant, us an irrevocable, worldwide, perpetual, non-exclusive, transferable, fully sub-licensable license to copy, reproduce, distribute, publicly perform or display, reformat, transmit, translate, create derivative works of, or incorporate into other works such Contributions for any purpose on or in connection with the Platform or its promotion.

We reserve the right (but are not obligated) to moderate or review any Contributions to verify compliance with these Terms and/or any applicable law. We may suspend access to any Contributions if we become aware that they may not comply with these Terms or applicable law, and we will not be liable for any loss resulting from such suspension or other steps taken in good faith to investigate suspected non-compliance or unlawfulness.

We utilize best efforts to comply with the Digital Millennium Copyright Act (DMCA). Accordingly, we reserve the right to remove any material that is or may be infringing upon any third-party rights at any time, without prior notice to you. RallyFuel also reserves the right to terminate your access to the Platform, at any time without prior notice to you, for repeat violations.

If you believe that your work has been copied on or through the Platform in a way that constitutes copyright infringement or otherwise violates your intellectual-property rights, you may submit a notification containing the following information:

To submit a DMCA notification, please include:

• Your name and email address
• A description of the copyrighted work alleged to have been infringed
• A description of where the alleged infringing material is located on the Platform
• A statement expressing your good-faith belief that the alleged use is not authorized by the rightful copyright owner, its authorized agent, or law
• A signature (electronic or physical) of the person authorized to act on behalf of the rightful owner of the copyrighted material
• A statement made under penalty of perjury that the information in your notification is truthful and accurate and that you are the rightful owner or are authorized to act on behalf of the rightful copyright owner

Pursuant to the DMCA, we may reinstate material if we receive a counter notification from the provider of the removed material. If you are the provider of the removed material, you may submit a counter notification that must include the following:

To submit a counter notification, please include:

• The URL relating to the material that we removed or disabled access to
• Your name, address, telephone number, and email address
• A statement saying that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Miami-Dade County, Florida if your address is outside of the United States) and that you will accept service of process from the person or authorized agent who provided the initial DMCA notification
• A statement expressing your good-faith belief, under penalty of perjury, that the material removed or disabled was the result of a mistake or misidentification, or that the material identified by the initial notification has been removed or disabled and will no longer be shown
• A signature (electronic or physical) by you or your authorized agent/representative

For DMCA notifications and/or counter-notifications, please contact us at support@rallyfuel.com.

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.

13.2 Platform Role Disclaimer: RallyFuel is a technology platform that facilitates relationships between fans, athletes, and Affiliated Schools. We are not a financial institution, money transmitter, escrow service, or payment processor. All financial transactions are handled by licensed third-party providers.

13.3 No Warranty – The Platform is provided "as is" and "as available" without warranties of any kind. We do not guarantee:

• Performance of NIL Agreements
• Athlete acceptance of purchased Conditional NIL Engagement Rights relating to any Affiliated School or subsequent execution of an NIL Agreement
• Availability or functionality of third-party payment services
• Any specific outcomes or results

13.4 Beta Status: During beta testing, the Platform may experience changes, errors, or disruptions. Users acknowledge heightened risks during beta periods and agree to limit transaction amounts accordingly.

13.5 Limitation of Liability – RallyFuel's liability is limited to the amount of platform fees actually paid by the user in the last six (6) months. We are not liable for:

• Payment processor actions or failures
• Athlete decisions or compliance violations
• Athlete failure to perform under any NIL Agreement
• Indirect, incidental, or consequential damages relating to your use of the Platform
• Lost profits or opportunities relating to your use of the Platform

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

• Your use of the Platform
• Your violation of these Terms
• Your violation of any third party rights or agreements
• Any disputes between you and athletes or other users
• Any NIL-related regulatory violations

If the Platform contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This may include links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of any third-party websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or resources linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

RallyFuel is not responsible, nor does it have any control, over the information, content, accuracy, products, services, advertising, or other materials that may or may not be provided by or through advertisers. Third-party websites and/or links are not investigated, monitored, or checked for accuracy or completeness. Linking to, or being linked from, an advertiser does not constitute, nor should it be construed to imply, RallyFuel's approval or endorsement of the advertiser. We cannot and will not guarantee the standards of any advertiser to which links are provided, nor shall we be held responsible for the materials and content on such websites, or any subsequent links. Any reliance on or use of the materials or content found on or by way of advertisers is done solely at your own risk, and you assume all responsibilities and consequences resulting from such reliance.

RallyFuel may suspend or terminate your account for violations of these Terms or any reason in our discretion. Upon termination, any pending conditional transactions will be refunded according to our refund policy.

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 RallyFuel. This clause will be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.

17.2 Governing Law: These Terms are governed by Florida law, without regard to conflict of law principles.

17.3 Arbitration Agreement: By agreeing to these Terms, you agree that any and all disputes, claims, or causes of action arising out of, or related to, these Terms of Use or your use of the Services will be instituted exclusively according to this binding arbitration provision. You agree to arbitrate ALL DISPUTES AND CLAIMS between us arising out of or relating to these Terms and/or your use of the Platform (each, a “Dispute”) and that all Disputes will be processed pursuant to this binding arbitration agreement. The types of Disputes we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to: (a) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (b) claims that are the subject of any purported class action litigation; and (c) claims that may arise after the termination of your use and/or access to the Website. Disputes will be resolved through binding arbitration under applicable rules of the American Arbitration Association (AAA) in Miami, Florida.

17.4 Class Action Waiver: YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.

17.5 Opt-Out: You may opt out of arbitration within 30 days of account creation by emailing support@rallyfuel.com. Your email must include your first and last name associated with your account and a statement that you decline this arbitration clause. By opting out of this clause, you will not be precluded from using the Platform.

We reserve the right to modify or update these Terms and/or services provided on the Platform from time to time in our discretion. We will always keep the current version of these Terms posted on this website. We will alert you about any changes by updating the “Last updated” date of these Terms, which changes shall be deemed effective immediately and shall apply to your use of the Platform after such date.

It is your responsibility to periodically review these Terms to stay informed of any updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Platform after the date such revised Terms are posted. If you do not agree, you should immediately discontinue use of the Platform.

RallyFuel may suspend and/or discontinue the provision of any services offered on the Platform, at any time, with or without notice. You agree that RallyFuel is not liable to you or any third party for changes, suspensions, or discontinuance of any services offered on the Platform.

19.1 Severability: If any provision is invalid, the remaining provisions remain in effect.

19.2 Force Majeure: You agree that RallyFuel shall not be liable for any delays in performance nor be deemed to have defaulted or breached these Terms for causes beyond our control, including without limitation, an act of God, an act of the public enemy, war, threats, public disorder, rebellion, sabotage, fire, flood, earthquake, epidemic, pandemic, government declarations or orders, technical failure, strike, government or other regulatory order, or any other reason beyond RallyFuel's reasonable control.

19.3 Entire Agreement: These Terms constitute the entire agreement between you and RallyFuel.

19.4 Relationship of the Parties: These Terms do not constitute, and no express or implied term hereof shall be construed to constitute a joint venture, association, or partnership between you and us.

19.5 No Intended Third Party Beneficiary: You acknowledge that despite your purchase of Conditional NIL Engagement Rights, unless otherwise set forth in writing, you are and shall not be deemed a party to any NIL Agreement or an intended third-party beneficiary to any NIL Agreement. For the avoidance of doubt, in the event of any dispute regarding the athlete's obligations under an NIL Agreement, RallyFuel and/or an Affiliate shall be solely responsible for enforcing the terms of such NIL Agreement with the athlete.

19.6 Contact Information: Email: support@rallyfuel.com

RallyFuel - Connect fans and athletes through verified, transparent NIL partnerships. Back your team, your way.