By accessing or using NIL Data Services, you agree to be legally bound by these Terms of Use in their entirety. If you do not agree, you must immediately discontinue use of the platform.
1. Agreement to Terms
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and NIL Data Services LLC, a limited liability company, and its members, managers, employees, agents, licensors, affiliates, successors, and assigns (collectively, "NIL Data Services LLC," "NIL Data Services," "we," "us," or "our"), operating the NIL Data Services platform, governing your access to and use of the NIL Data Services software platform, website, APIs, and all related services (collectively, the "Platform"). By creating an account, logging in, or otherwise using the Platform, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms apply to all users of the Platform regardless of role, access level, or the organization on whose behalf you access the Platform.
2. License to Use
Subject to your compliance with these Terms, NIL Data Services grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your organization's internal NIL compliance and deal management purposes. This license does not include the right to: (a) copy, modify, distribute, sell, or lease any part of the Platform; (b) reverse engineer or attempt to extract the source code of the Platform; (c) create derivative works based on the Platform; or (d) use the Platform to build a competing product or service.
3. Account Responsibilities
You are solely responsible for:
- Maintaining the strict confidentiality of your login credentials, including your password and any multi-factor authentication codes.
- All activity that occurs under your account, whether or not authorized by you.
- Immediately notifying your organization's administrator and NIL Data Services LLC at support@nildataservices.com if you suspect any unauthorized access to or use of your account.
- Ensuring that your use of the Platform complies with all applicable laws, regulations, and your organization's internal policies.
Accounts are non-transferable. You may not share your credentials with any other person or allow any other person to access the Platform through your account. NIL Data Services reserves the right to suspend or terminate any account at any time, for any reason or no reason, with or without notice, and without liability to you or any third party.
4. Acceptable Use
You agree that you will not use the Platform to:
- Violate any applicable local, state, national, or international law or regulation.
- Attempt to gain unauthorized access to any portion of the Platform, any other user's account, or any related systems or networks.
- Submit, transmit, or store data that is false, misleading, fraudulent, or that you do not have the right to use.
- Interfere with or disrupt the operation of the Platform or servers or networks connected to the Platform.
- Scrape, crawl, or use automated means to access, extract, or collect data from the Platform without express written consent.
- Upload or transmit any viruses, malware, or other malicious code.
- Impersonate any person or entity or misrepresent your affiliation with any person or entity.
- Use the Platform for any purpose other than your organization's internal NIL compliance and deal management functions.
5. Data Accuracy and User Content
NIL Data Services is a tool to facilitate your organization's workflow. You, and not NIL Data Services, are solely responsible for the accuracy, completeness, legality, and appropriateness of all data, records, notes, and content you enter into the Platform ("User Content"). NIL Data Services does not review, verify, or validate User Content and makes no representations or warranties regarding the accuracy or completeness of any User Content. NIL Data Services shall have no liability whatsoever for any errors, omissions, or inaccuracies in User Content or for any decisions made or actions taken in reliance on User Content.
6. Intellectual Property
The Platform, including all software, design, code, interfaces, text, graphics, logos, and other content created by NIL Data Services, is the exclusive property of NIL Data Services and is protected by copyright, trade secret, and other intellectual property laws. These Terms do not grant you any ownership interest in the Platform. All rights not expressly granted herein are reserved by NIL Data Services. Any feedback, suggestions, or ideas you provide regarding the Platform may be used by NIL Data Services without any obligation to you.
You retain ownership of all User Content you submit to the Platform. By submitting User Content, you grant NIL Data Services a limited, non-exclusive license to store, process, and display your User Content solely as necessary to operate and provide the Platform.
7. Disclaimer of Warranties
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NIL DATA SERVICES LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, NIL DATA SERVICES LLC DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (B) ANY INFORMATION OR RESULTS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NIL DATA SERVICES LLC OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
NIL DATA SERVICES LLC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE WITH ANY SPECIFIC NCAA BYLAWS, CONFERENCE RULES, STATE LAWS, OR REGULATORY REQUIREMENTS. THE PLATFORM IS A WORKFLOW AND RECORD-KEEPING TOOL ONLY AND DOES NOT CONSTITUTE LEGAL, COMPLIANCE, OR REGULATORY ADVICE. YOUR ORGANIZATION IS SOLELY RESPONSIBLE FOR ENSURING ITS OWN REGULATORY COMPLIANCE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NIL DATA SERVICES LLC OR ANY OF ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "NIL DATA SERVICES LLC PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE PLATFORM; (C) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR DATA OR CONTENT; (D) ANY DATA BREACH, SECURITY INCIDENT, OR LOSS OF DATA; (E) ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON THE PLATFORM OR ANY CONTENT THEREIN; OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF NIL DATA SERVICES LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE NIL DATA SERVICES LLC PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOUR ORGANIZATION TO NIL DATA SERVICES LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL. IN SUCH JURISDICTIONS, THE LIABILITY OF THE NIL DATA SERVICES LLC PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless NIL Data Services and the NIL Data Services Parties from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or in any way related to: (a) your access to or use of the Platform; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law, rule, or regulation; (e) your violation of any rights of a third party; or (f) any dispute between you and any other user of the Platform or any third party. NIL Data Services reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with NIL Data Services in asserting any available defenses.
You acknowledge that certain organizations — including state universities and other governmental entities — may be subject to statutory restrictions that limit or prohibit contractual indemnification obligations. If you are accessing the Platform on behalf of such an organization, your indemnification obligation under this section shall apply to the maximum extent permitted by the applicable law governing your organization. This limitation does not reduce or waive any other obligation or liability you may have under these Terms or applicable law.
10. Monitoring and Audit Logs
You acknowledge and consent to NIL Data Services logging all user activity within the Platform, including login events, data access, record modifications, and administrative actions, for security, auditing, and operational purposes. These logs may be reviewed in connection with security investigations, dispute resolution, or regulatory inquiries. By using the Platform, you expressly consent to such monitoring and logging.
11. Third-Party Services
The Platform is hosted on and uses third-party infrastructure providers, including Vercel and Supabase. Your use of the Platform is also subject to those providers' terms of service. NIL Data Services is not responsible for the acts or omissions of any third-party service provider, and the NIL Data Services Parties shall have no liability arising from any failure, outage, breach, or security incident affecting any third-party infrastructure.
12. Termination
NIL Data Services may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including without limitation the sections on Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law.
13. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law provisions.
Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with arbitration to take place in Lee County, Alabama. The arbitrator shall have exclusive authority to resolve all disputes, including those relating to the scope or enforceability of this arbitration provision. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
Fees and Costs
Each party shall initially bear its own attorneys' fees and arbitration costs. The arbitrator shall have discretion to award costs, expenses, and reasonable attorneys' fees to the prevailing party, taking into account the merits of the claims, the conduct of the parties, and any other relevant factors. Nothing herein prevents the arbitrator from awarding fees and costs to NIL Data Services LLC if it prevails.
Class Action Waiver
YOU AND NIL DATA SERVICES LLC EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.
Waiver of Jury Trial
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE. THIS WAIVER APPLIES TO ANY COURT PROCEEDING, INCLUDING ANY ACTION FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS KNOWING, VOLUNTARY, AND A MATERIAL INDUCEMENT TO THE OTHER PARTY ENTERING INTO THESE TERMS.
Equitable Relief
Notwithstanding the foregoing, NIL Data Services may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or any other rights where monetary damages would be inadequate. You acknowledge that any breach of Section 2 (License), Section 4 (Acceptable Use), or Section 6 (Intellectual Property) may cause irreparable harm to NIL Data Services for which monetary damages would be insufficient, and NIL Data Services shall be entitled to seek emergency equitable relief without bond.
Limitation on Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. Changes to These Terms
NIL Data Services reserves the right to modify these Terms at any time at its sole discretion. We will notify users of material changes through the Platform or by other reasonable means. Your continued use of the Platform after any such changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform immediately.
15. Miscellaneous
These Terms, together with the Privacy Policy, constitute the entire agreement between you and NIL Data Services regarding the Platform and supersede all prior and contemporaneous agreements, representations, and understandings. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The failure of NIL Data Services to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. NIL Data Services may assign its rights and obligations under these Terms without restriction. You may not assign your rights or obligations under these Terms without NIL Data Services' prior written consent.