School Agreement

Version 1.0.0 · Effective Date: 2026-05-15 · Last Updated: May 11, 2026

NextName Institutional School Partnership Agreement

Version 1.0.0

Effective Date: March 1, 2026

Parties and Purpose
Institutional Partnership Terms
Revenue Share Terms
Stripe Connect Requirements
Staff Access and RBAC Responsibilities
Athlete Management and Roster Obligations
Content Standards and Moderation Responsibilities
Content Authorization
Data Handling and FERPA Considerations
Branding Usage
Term and Termination
Representations and Warranties
Indemnification
Dispute Resolution
Miscellaneous

Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the NextName Terms of Service, Section 1 (Definitions).

1. Parties and Purpose

1.1 Parties

This Institutional School Partnership Agreement (“Agreement”) is entered into as of March 1, 2026 (“Effective Date”) by and between:

NextName, Inc., an Illinois corporation (“NextName,” “Company,” “we,” or “us”), with its principal place of business as listed in its corporate filings, operating the NextName platform at https://nextname.io; and

The educational institution identified on the executed signature page of this Agreement (“School,” “Institution,” or “you”), including its athletic department, authorized staff, and any teams managed through the NextName platform.

Each individually referred to as a “Party” and collectively as the “Parties.”

1.2 Purpose

This Agreement establishes the terms under which School partners with NextName to:

Create and manage an institutional presence on the NextName platform, a fan engagement platform for college sports operating in the Name, Image, and Likeness (“NIL”) market;
Create and manage channels for school-branded content across Public, Subscription, and Premium access tiers;
Create and manage team sub-accounts representing School’s athletic teams, including team-specific channels and content;
Manage athlete rosters and process athlete affiliation requests for student-athletes associated with School;
Monetize school-branded and team-branded content through fan subscriptions, premium channel access, pay-per-view content unlocks, and other revenue mechanisms available on the platform;
Facilitate compliant NIL revenue opportunities for School’s student-athletes through the NextName platform; and
Strengthen fan engagement, alumni relations, and recruiting competitiveness through a dedicated digital ecosystem for School’s athletic programs.

1.3 Platform Description

NextName is a channel-based fan engagement platform connecting fans, athletes, and schools in college sports. The platform enables fans to subscribe to athletes, teams, and schools at tiered access levels (Public, Subscription, and Premium), purchase premium content, and send tips. All payments are processed through Stripe. Creators receive 80-90% of net revenue based on their gamification level. The platform operates across mobile applications (iOS and Android via Expo), a web application (nextname.io), and an administrative portal.

2. Institutional Partnership Terms

2.1 School Account Creation

Upon execution of this Agreement and approval by NextName, School shall receive an institutional account (“School Account”) on the NextName platform. The School Account serves as the institutional hub for all of School’s activities on the platform, including content creation, team management, roster administration, and revenue tracking.

2.2 Account Approval

School Account activation is subject to NextName’s review and approval process. NextName reserves the right to verify School’s institutional status, NCAA/NAIA membership, and compliance standing before approving the account. NextName shall process School’s application within fifteen (15) business days of receiving a complete submission and shall notify School at the email address provided on the application.

2.3 Team Sub-Accounts

School may create and manage team sub-accounts (“Team Accounts”) within its School Account. Team Accounts represent individual athletic teams (e.g., Men’s Golf, Women’s Basketball) and operate as sub-accounts managed by School. Key terms for Team Accounts:

Teams are not independent entities on the platform; they are school-managed sub-accounts under School’s administrative control;
School may create Team Accounts for any of its varsity, club, or other athletic teams at its discretion;
Each Team Account may include team-specific metadata, including but not limited to sport, season, level (varsity, club, etc.), gender classification, and subscription pricing;
Revenue generated through Team Accounts flows to School’s Stripe Connect account as described in Section 3;
School is responsible for all content posted through Team Accounts as described in Section 7; and
School may delegate Team Account management to designated staff as described in Section 5.

2.4 Channel Structure

Upon account creation, NextName shall auto-create three default #general channels for School and each Team Account, corresponding to the platform’s three access tiers:

Public #general – freely accessible to all platform users; suitable for game footage, highlights, school announcements, and roster news;
Subscription #general – accessible to fans with an active subscription to School or the applicable team; suitable for behind-the-scenes content, player interviews, and exclusive updates; and
Premium #general – accessible via individual pay-per-view purchase for each post within the channel; suitable for VIP access content, exclusive events, and premium experiences.

School may create additional custom channels within each tier (e.g., #game-footage, #practice-footage, #highlights, #events, #VIP) at its discretion. All posts on the platform must be assigned to a channel; no orphaned content is permitted.

2.5 Co-Posting Rules

School and Team Accounts may co-post with affiliated athletes under the following rules:

Public tier: School and Team Accounts may co-post content with affiliated athletes, with the content appearing in both the school/team channel and the athlete’s channel;
Subscription and Premium tiers: School and Team Accounts may tag affiliated athletes in Subscription and Premium content but may not co-post, because these tiers are behind separate paywalls and co-posting would bypass the athlete’s independent subscription gate.

2.6 Platform Availability

NextName shall use commercially reasonable efforts to maintain platform availability. NextName does not guarantee uninterrupted service and shall not be liable for scheduled maintenance, third-party service outages (including but not limited to Stripe, Firebase, and cloud hosting providers), or force majeure events. NextName shall provide reasonable advance notice of scheduled maintenance that may affect School’s access.

3.1 Revenue Streams

School may generate revenue through the following mechanisms on the NextName platform:

School Subscriptions: Recurring monthly subscription fees paid by fans for access to School’s Subscription-tier channels;
Team Subscriptions: Recurring monthly subscription fees paid by fans for access to a Team Account’s Subscription-tier channels (revenue flows to School as the team owner);
Premium Channel Subscriptions: Recurring monthly fees paid by fans for access to School or Team Premium channels;
Premium Post Unlocks (Pay-Per-View): One-time fees paid by fans to unlock individual posts within Premium #general channels; and
Bundle Revenue Allocation: When fans purchase bundle subscriptions (e.g., School + Team, or School + All Teams + All Athletes), School receives its proportional share of the bundle price.

3.2 Subscription Pricing

School shall set its own subscription pricing for School Subscriptions and Team Subscriptions within the pricing parameters established by NextName. School may update pricing at any time, subject to Stripe’s requirements for notifying existing subscribers of price changes. NextName reserves the right to establish minimum and maximum pricing thresholds.

3.3 Bundle Pricing

NextName offers tiered bundle pricing to fans, which includes the following discount structure:

Bundle	Price Formula	Discount
School only	School subscription price	None
Team only	Team subscription price	None
School + Team	School price + Team price	10%
Team + All Team Athletes	Team price + sum of athlete prices	10%
School + All Teams + All Athletes	School price + sum of team prices + sum of athlete prices	10%

Bundle discounts are applied proportionally across all creators included in the bundle. School acknowledges that fans purchasing bundles will receive a 10% discount on the combined subscription price, and School’s revenue share will be calculated on School’s proportional share of the discounted bundle price.

NextName charges a platform fee on net revenue (defined as gross revenue minus Stripe payment processing fees). The platform fee decreases as School progresses through the gamification level system:

Profile Level	NextName Platform Fee	School Share	How to Unlock
Level 1 (Base)	20%	80%	Default upon account creation
Level 2	18%	82%	Composite score threshold
Level 3	16%	84%	Composite score threshold
Level 4	14%	86%	Composite score threshold
Level 5	12%	88%	Composite score threshold
Level 6 (Maximum)	10%	90%	Composite score threshold

3.5 Gamification Composite Score

School’s gamification level is determined by a composite score calculated daily by NextName’s automated system. The composite score is based on four dimensions:

Dimension	Scoring Rule
Active Channels	25 points per channel with at least 1 post in last 30 days
Content Volume	10 points per post in last 30 days, capped at 100 points per channel
Revenue	1 point per $10 revenue in last 30 days
Fan Engagement	1 point per 5 likes/comments received in last 30 days

School thresholds are higher than athlete thresholds, reflecting schools’ greater resources. School levels range from Bronze (0) to Elite (2,500) in 500-point increments. The gamification system rewards consistency over bursts of activity. Levels are recalculated daily. NextName reserves the right to adjust composite score thresholds and dimension scoring rules with thirty (30) days’ advance written notice to School.

3.6 Revenue Calculation

Revenue payable to School shall be calculated as follows:

Gross Revenue = Total payments received from fans for School and Team content
Net Revenue = Gross Revenue - Stripe Processing Fees
School Payout = Net Revenue x School Share (80-90%, based on gamification level)
NextName Revenue = Net Revenue x NextName Platform Fee (10-20%, based on gamification level)

School’s revenue share applies exclusively to revenue generated through School’s own channels and Team Account channels. Athlete subscription revenue is calculated independently under each athlete’s separate agreement with NextName; School does not receive a share of individual athlete subscription revenue unless otherwise agreed in writing.

Revenue Attribution Clarity. For the avoidance of doubt: - Revenue generated through School channels is attributed to and paid out to School; - Revenue generated through Team channels (managed by School) is attributed to and paid out to School; - Revenue generated through individual athlete channels is attributed to and paid out to the individual athlete under their separate Athlete Agreement; - Neither School nor Athlete may cross-claim revenue attributed to the other party’s channels based on the affiliation relationship alone.

3.7 Payout Schedule

NextName shall initiate payouts to School’s Stripe Connect account on a rolling basis in accordance with Stripe’s standard payout schedule, which is typically two (2) business days after the funds are received by Stripe. NextName is not responsible for delays caused by Stripe, School’s banking institution, or incomplete tax documentation.

4. Stripe Connect Requirements

4.1 Stripe Connect Account

School must create and maintain a Stripe Connect Express account (“School Stripe Account”) as a condition of receiving payouts through the NextName platform. All payments to fans, processing of subscriptions, and disbursement of revenue to School flow through Stripe. NextName does not process payments directly or hold funds on behalf of School.

4.2 Account Onboarding

During the onboarding process, School shall provide all information required by Stripe to activate the School Stripe Account, including but not limited to:

Legal entity name and type (e.g., state university, private institution, affiliated athletic foundation);
Employer Identification Number (EIN) or equivalent tax identification number;
Authorized representative information (name, title, date of birth, last four digits of Social Security Number or equivalent) as required by Stripe’s Know Your Customer (KYC) obligations;
Bank account information for payout deposits; and
Any additional documentation required by Stripe for identity verification, anti-money laundering compliance, or regulatory purposes.

4.3 Tax Documentation

School is solely responsible for providing accurate and complete tax documentation to Stripe, including but not limited to IRS Form W-9 (or W-8BEN-E for foreign institutions). School acknowledges that:

NextName will report payments to School as required by applicable tax law, including IRS Form 1099-K where applicable;
School is solely responsible for reporting and remitting any taxes owed on revenue received through the platform;
NextName does not provide tax advice and recommends that School consult with its own tax advisors regarding its tax obligations; and
Failure to provide accurate tax documentation may result in withholding of payouts as required by law or Stripe’s policies.

4.4 Payment Method

All payments on the NextName platform are processed through Stripe. NextName does not use and will never implement in-app purchases (IAP) through Apple App Store or Google Play Store. This is a fundamental architectural decision. School acknowledges and agrees to this payment structure.

4.5 Stripe Terms

School’s use of Stripe Connect is subject to the Stripe Connected Account Agreement and Stripe’s Terms of Service, which are incorporated herein by reference. In the event of a conflict between Stripe’s terms and this Agreement regarding payment processing, Stripe’s terms shall control with respect to payment processing matters.

4.6 Chargebacks and Disputes

School acknowledges that fans may initiate chargebacks or payment disputes through their payment providers. NextName shall handle chargebacks in accordance with Stripe’s dispute resolution process. If a chargeback is upheld, the disputed amount (plus any applicable Stripe chargeback fees) shall be deducted from School’s future payouts. NextName shall notify School of any chargebacks related to School or Team content and provide School with an opportunity to submit evidence in support of the original transaction.

5. Staff Access and RBAC Responsibilities

5.1 Designated Roles

For purposes of this Agreement, an “Authorized School Representative” means the Athletic Director, Compliance Officer, or a designee with written authorization from the Athletic Director to act on behalf of the School with respect to the NextName Platform.

School shall designate authorized staff members to manage its School Account. The NextName platform provides the following role-based access control (RBAC) roles for school staff:

Owner: Full administrative control over the School Account, including account settings, billing, staff management, team creation, roster management, channel management, content posting, and analytics. School must designate at least one (1) Owner at all times. The Owner role should be assigned to a senior athletic department administrator (e.g., Athletic Director, Associate AD, or NIL Director);
Admin: Administrative access including team management, roster management, channel management, content posting, analytics, and moderation. Admins cannot modify account-level settings, billing information, or manage the Owner role;
Content Creator: Access to create and manage content within assigned channels and teams. Content Creators may post content, manage channel messages, and view engagement analytics for their assigned channels. Content Creators cannot manage rosters, teams, or account settings.

School shall ensure that role assignments follow the principle of least privilege. Content Creators should not be granted Admin or Owner access unless their responsibilities require it. School is responsible for maintaining accurate role assignments and conducting periodic access reviews (recommended quarterly).

5.2 Staff Designation and Management

School shall designate its initial Owner and any additional staff members during the onboarding process;
The Owner may add, remove, or modify staff roles at any time through the platform’s account settings;
School is solely responsible for ensuring that only authorized personnel have access to its School Account and that staff roles are appropriately assigned based on each individual’s responsibilities;
School shall promptly remove access for any staff member who is no longer authorized to manage the School Account, including but not limited to staff who leave School’s employment or whose responsibilities change;
School shall conduct periodic reviews of staff access (recommended quarterly) to ensure that access levels remain appropriate; and
School shall ensure that all designated staff members comply with the terms of this Agreement and NextName’s Terms of Service and Acceptable Use Policy.

5.3 Account Security

School is responsible for maintaining the security of all staff login credentials associated with its School Account;
School shall ensure that staff members use strong, unique passwords and do not share login credentials;
School shall promptly notify NextName at support@nextname.io of any suspected unauthorized access to its School Account;
NextName may require multi-factor authentication (MFA) for certain administrative actions and reserves the right to mandate MFA for all school staff accounts; and
NextName shall not be liable for any unauthorized access resulting from School’s failure to maintain adequate security of its staff credentials.

5.4 Staff Conduct

School is responsible for the actions of all staff members operating under its School Account. Any violation of this Agreement, NextName’s Terms of Service, or applicable law by a staff member shall be attributed to School for purposes of enforcement under this Agreement. School shall ensure that all staff members receive adequate training on platform usage, content standards, and compliance obligations before being granted access.

6. Athlete Management and Roster Obligations

6.1 Roster Management

School shall create and maintain accurate rosters for each of its Team Accounts on the NextName platform. Roster management includes:

Adding student-athletes to team rosters as they join School’s athletic programs;
Removing student-athletes from team rosters when they leave School’s athletic programs (including but not limited to graduation, transfer, dismissal, or voluntary departure);
Updating roster information when student-athletes change teams, change eligibility status, or undergo other status changes; and
Maintaining accurate team metadata, including sport, season (the NCAA academic year runs July 1 through June 30), level, and gender classification.

6.2 Athlete Affiliation Requests

Student-athletes who create individual accounts on the NextName platform may submit affiliation requests to School. School is responsible for processing these requests:

Review and Approval: School shall review athlete affiliation requests and approve or reject them based on School’s verification that the requesting individual is a current student-athlete in good standing with School’s athletic program;
Timely Processing: School shall process affiliation requests within ten (10) business days of receipt. Failure to process a request within this period shall not constitute automatic approval;
Rejection Notification: If School rejects an affiliation request, School should provide a brief reason for the rejection. NextName shall notify the requesting athlete of the rejection;
Ongoing Verification: School shall periodically verify that affiliated athletes remain eligible and in good standing. School shall promptly update affiliation status when an athlete’s eligibility changes; and
Transfer Portal: When an affiliated athlete enters the NCAA Transfer Portal or transfers to another institution, School shall update the athlete’s affiliation status on the platform within a reasonable timeframe.

6.3 Athlete Independence

School acknowledges that:

Athletes maintain independent accounts on the NextName platform, separate from School’s institutional account;
Athletes are independently responsible for content posted on their own channels and accounts;
Athletes enter into their own separate agreements with NextName for their individual accounts;
Athletes set their own subscription pricing and manage their own channels independently;
School’s affiliation with an athlete does not create an employment, agency, or joint venture relationship between School and the athlete with respect to the athlete’s NextName activities; and
School may not require athletes to use the NextName platform as a condition of team membership or athletic scholarship, except where such requirement is consistent with applicable NCAA/NAIA rules and School policy.

6.4 NIL Compliance Coordination

School and NextName acknowledge that the NIL landscape is subject to evolving NCAA, conference, and state regulations. School is responsible for:

Ensuring that its own use of the NextName platform complies with applicable NCAA/NAIA rules, conference rules, and state NIL laws;
Educating affiliated athletes about NIL compliance requirements applicable to their use of the platform;
Communicating any NIL compliance concerns related to the platform to NextName at compliance@nextname.io; and
Cooperating with NextName in good faith to address any compliance issues that arise.

NextName shall use commercially reasonable efforts to design and operate the platform in a manner that facilitates NIL compliance, but NextName does not provide legal advice or guarantee compliance with any specific NIL regulation.

7. Content Standards and Moderation Responsibilities

7.1 School Content Responsibility

School is solely responsible for all content posted through its School Account and Team Accounts, including but not limited to text, images, videos, livestreams, and links (“School Content”). School shall ensure that all School Content:

Complies with NextName’s Terms of Service and Acceptable Use Policy;
Complies with applicable NCAA/NAIA rules, conference rules, and institutional policies;
Complies with all applicable federal, state, and local laws, including but not limited to intellectual property laws, privacy laws, and advertising regulations;
Does not contain or promote hate speech, harassment, discrimination, violence, or illegal activity;
Does not contain sexually explicit material;
Does not infringe upon the intellectual property rights of any third party;
Does not contain false, misleading, or deceptive statements;
Does not violate the privacy rights of any individual, including but not limited to student-athletes, staff, and minors; and
Is appropriate for the platform’s audience, which includes fans of all ages.

7.2 Content Moderation

School shall designate at least one staff member responsible for monitoring and moderating content posted through its School Account and Team Accounts;
School shall promptly remove or correct any School Content that violates this Section 7 upon becoming aware of the violation or upon notification by NextName;
NextName reserves the right to remove any School Content that NextName determines, in its reasonable discretion, violates NextName’s Terms of Service, Acceptable Use Policy, or applicable law;
NextName shall notify School at the email address on file when NextName removes School Content, providing a brief explanation for the removal; and
School may appeal content removal decisions by contacting support@nextname.io within fourteen (14) days of receiving the removal notification.

7.3 User-Generated Content in Channels

School acknowledges that fans and subscribers may post messages and reactions within School’s channels. School is not responsible for user-generated content posted by fans, but School is encouraged to actively moderate its channels to maintain a positive community environment. NextName provides moderation tools within channels, including the ability to delete messages, mute users, and report content for NextName review.

7.4 Livestreaming

School may use the platform’s livestreaming features within its channels. All livestream content is subject to the same content standards as other School Content. School is responsible for ensuring that livestream content complies with this Section 7 in real time. School acknowledges that livestream replays are saved as 24-hour stories on the platform and are subject to the same content standards during their availability period.

8. Content Authorization

8.1 License Grant to NextName

School hereby grants NextName a non-exclusive, worldwide, royalty-free, sublicensable (solely for purposes of operating and promoting the platform) license to use, reproduce, display, distribute, and create derivative works of School Content posted through School’s channels on the NextName platform (“Content License”) for the following purposes:

Displaying and distributing School Content to platform users in accordance with the channel access tier (Public, Subscription, or Premium) designated by School;
Storing and processing School Content on NextName’s infrastructure (including third-party cloud services) as necessary to operate the platform;
Creating thumbnails, previews, and excerpts of School Content for display in platform feeds, search results, and discovery features;
Promoting the NextName platform using School Content in marketing materials, social media, press releases, and advertising, provided that such promotional use includes appropriate attribution to School; and
Caching, transcoding, and optimizing School Content for delivery across different devices and network conditions.

8.2 Scope Limitations

The Content License granted in Section 8.1 is:

Limited to school-branded content posted in school-managed channels (School Account channels and Team Account channels);
Non-transferable except as part of a sale or transfer of NextName’s entire business or the NextName platform;
Subject to School’s right to delete School Content from the platform at any time, upon which NextName shall cease displaying the deleted content within a commercially reasonable timeframe (not to exceed thirty (30) days), provided that NextName may retain archival copies as required by law or for legitimate business record-keeping purposes; and
Not a transfer of ownership. School retains all right, title, and interest in and to School Content, subject only to the limited license granted herein.

8.3 Athlete Content

This Content License does not extend to content posted by individual athletes on their own channels, even if such athletes are affiliated with School. Athletes grant their own content licenses under their separate agreements with NextName.

8.4 Third-Party Content

School represents and warrants that it has all necessary rights, licenses, and permissions to grant the Content License for all School Content, including but not limited to rights in any third-party materials (e.g., game footage, photographs, music, logos) incorporated into School Content. School shall indemnify NextName against any claims arising from School’s failure to secure necessary rights as set forth in Section 13.

9. Data Handling and FERPA Considerations

9.1 Platform Data Collection

NextName collects and processes data in connection with operating the platform, including but not limited to:

Account registration information provided by School’s designated staff (names, email addresses, roles);
Content metadata (posting dates, channel assignments, engagement metrics);
Revenue and transaction data (subscription purchases, payout amounts, Stripe transaction IDs);
Platform usage data (login times, feature usage, device information); and
Fan interaction data (subscription status, content views, messages).

9.2 FERPA Compliance

School and NextName acknowledge the requirements of the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. Section 1232g, and its implementing regulations at 34 C.F.R. Part 99. The Parties agree as follows:

NextName is NOT a FERPA-covered entity. NextName does not access, collect, store, or process student education records as defined under FERPA. The NextName platform is not a “school official” and does not perform institutional services or functions for School that would require access to education records;
School responsibility for consent. School is solely responsible for ensuring that any data shared with NextName has been consented to by the athlete or falls within the directory information exception under FERPA. School represents and warrants that it has obtained appropriate consent or designations before transmitting any student information to the Platform;
Permitted data. School may share the following categories of information on the Platform: athlete name, sport, team assignment, jersey number, position, and academic year (class standing);
Prohibited data. School shall NOT upload, post, or otherwise transmit the following categories of student education records to the NextName Platform: grades, GPA, transcripts, academic status or standing, financial aid information, medical or health records, disability information, disciplinary records, or counseling records;
Athlete-Initiated Disclosure: Information that student-athletes voluntarily share on their own NextName accounts (e.g., biographical information, content, profile details) is disclosed by the student-athlete, not by School, and is not subject to FERPA protections as an education record;
No Data Mining of Education Records: NextName shall not request, require, or attempt to obtain student education records from School through the platform or otherwise; and
Compliance Cooperation: If either Party becomes aware of a potential FERPA violation related to the platform, that Party shall promptly notify the other Party. School shall notify NextName at compliance@nextname.io, and NextName shall notify School at the email address on file. Both Parties shall cooperate in good faith to remediate any such violation.

9.3 Data Security

NextName maintains commercially reasonable administrative, technical, and physical safeguards to protect data processed through the platform, including but not limited to:

Encryption of data in transit (TLS 1.2 or higher) and at rest;
Role-based access controls for internal systems;
Regular security assessments and monitoring;
Incident response procedures as documented in NextName’s SOC-2 compliance framework; and
Third-party cloud infrastructure providers (Firebase/Google Cloud Platform, Stripe) that maintain their own security certifications and compliance programs.

9.4 Data Breach Notification

In the event of a security incident that affects School data or the data of School’s affiliated athletes, NextName shall:

Notify School within twenty-four (24) hours of NextName becoming aware of the security incident;
Provide details of the incident, including the nature of the breach, the categories of data affected, and the estimated number of records impacted;
Describe the measures taken or proposed to be taken to address the security incident and mitigate its effects; and
Cooperate with School in fulfilling any notification obligations School may have under applicable law.

9.5 Data Retention

NextName retains platform data in accordance with its Data Retention Policy. Upon termination of this Agreement, NextName shall retain School data only as required by law, regulatory obligations, or legitimate business purposes (e.g., tax records, transaction history). School may request deletion of its data in accordance with NextName’s data deletion procedures by contacting compliance@nextname.io.

9.6 Privacy Laws

School acknowledges that NextName’s collection and processing of fan data (e.g., subscription information, payment data, usage analytics) is governed by NextName’s Privacy Policy, which is separate from this Agreement. School shall direct fans to NextName’s Privacy Policy for questions about fan data handling. School shall comply with all applicable privacy laws in connection with any personal data it collects or processes through the platform, including but not limited to state consumer privacy laws applicable to School’s jurisdiction.

10. Branding Usage

10.1 License to NextName

School grants NextName a limited, non-exclusive, royalty-free, revocable license to use School’s name, logos, trademarks, service marks, and institutional branding (“School Marks”) solely for the following purposes:

Displaying School Marks on School’s profile, channels, and content within the NextName platform;
Listing School as a NextName institutional partner on NextName’s website, marketing materials, and promotional content;
Including School Marks in press releases, case studies, and testimonials related to the NextName platform, subject to School’s prior written approval of the specific use; and
Displaying School Marks in platform search results, discovery features, and recommendation systems.

10.2 License to School

NextName grants School a limited, non-exclusive, royalty-free, revocable license to use NextName’s name, logo, and branding (“NextName Marks”) solely for the following purposes:

Promoting School’s presence on the NextName platform through School’s own marketing channels (website, social media, email, printed materials);
Directing fans and alumni to School’s NextName profile and channels; and
Internal communications regarding School’s participation in the NextName platform.

10.3 Brand Guidelines

Each Party shall use the other Party’s marks in accordance with any brand guidelines provided by the mark owner. Neither Party shall:

Alter, distort, or modify the other Party’s marks in any way;
Use the other Party’s marks in a manner that implies endorsement, sponsorship, or affiliation beyond the scope of this Agreement;
Use the other Party’s marks in connection with content or activities that are unlawful, offensive, or inconsistent with the mark owner’s values or reputation;
Register or attempt to register any trademark, domain name, or social media handle that is confusingly similar to the other Party’s marks; or
Use the other Party’s marks after termination of this Agreement, except as necessary during a reasonable wind-down period not to exceed thirty (30) days.

10.4 Trademark Ownership

Nothing in this Agreement transfers ownership of either Party’s trademarks, service marks, or other intellectual property. All goodwill generated by the use of a Party’s marks under this Agreement shall inure to the benefit of the mark owner.

11. Term and Termination

11.1 Term

This Agreement is effective as of the date School completes the onboarding process and NextName activates the School Account (“Effective Date”) and shall continue on a month-to-month basis until terminated by either Party in accordance with this Section 11.

11.2 Termination for Convenience

Either Party may terminate this Agreement at any time, for any reason or no reason, by providing thirty (30) days’ written notice to the other Party. Written notice shall be delivered to:

To NextName: legal@nextname.io
To School: The email address designated by School’s Owner on the School Account

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

The other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach;
The other Party becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for its assets;
The other Party engages in conduct that is illegal, fraudulent, or materially harmful to the terminating Party’s reputation; or
The other Party’s use of the platform poses an immediate risk to the safety, security, or integrity of the platform or its users.

11.4 Termination by NextName

NextName may suspend or terminate School’s access to the platform immediately if:

School violates NextName’s Terms of Service or Acceptable Use Policy;
School fails to maintain an active Stripe Connect account as required by Section 4;
School’s content or conduct results in excessive chargebacks, fraud claims, or legal disputes;
School’s NCAA/NAIA membership or compliance status changes in a manner that materially affects School’s ability to participate in the platform; or
Continued operation of School’s account would, in NextName’s reasonable determination, expose NextName to legal liability or regulatory action.

11.5 Termination Impact on Athletes

Upon termination of this Agreement:

Athlete-owned channels are not affected by termination of the School’s account. Athletes retain their independent accounts and all content on their own channels;
School channels shall be archived and made inaccessible to fans within thirty (30) days. Existing subscribers shall not be charged for subsequent billing periods;
Affiliated athletes shall be notified of the School’s termination and shall be automatically disaffiliated from the School on the Platform. Athletes may update their affiliation status independently;
NextName shall process final payouts to School’s Stripe Connect account for all earned but unpaid revenue within thirty (30) days of termination, less any amounts owed to NextName or subject to chargeback disputes;
School shall promptly cease all use of NextName Marks, and NextName shall promptly cease all use of School Marks, subject to a thirty (30) day wind-down period;
The Content License granted in Section 8 shall terminate, except that NextName may retain archival copies of School Content as required by law or for legitimate business record-keeping purposes; and
Sections 9 (Data Handling), 12 (Representations and Warranties), 13 (Indemnification), 14 (Dispute Resolution), and 15 (Miscellaneous) shall survive termination.

12. Representations and Warranties

12.1 Mutual Representations

Each Party represents and warrants to the other Party that:

It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
It has the full power and authority to enter into this Agreement and to perform its obligations hereunder;
The execution and performance of this Agreement does not conflict with any other agreement to which it is a party or by which it is bound;
It shall comply with all applicable laws, rules, and regulations in its performance of this Agreement; and
The individual executing this Agreement on its behalf is duly authorized to do so.

12.2 NextName Representations

NextName further represents and warrants that:

NextName owns or has the right to operate the NextName platform and to grant the rights and licenses described in this Agreement;
NextName shall operate the platform in accordance with commercially reasonable security practices and its published privacy policies;
NextName shall process payments and payouts in accordance with Section 3 and Section 4 of this Agreement;
NextName shall provide reasonable technical support to School for platform-related issues at support@nextname.io; and
NextName shall not knowingly introduce malware, viruses, or other harmful code into the platform.

12.3 School Representations

School further represents and warrants that:

School is an accredited educational institution with an active athletic program and membership in good standing with the NCAA, NAIA, or equivalent governing body;
School has the authority to grant the licenses described in Sections 8 and 10, including the right to use any trademarks, logos, or branding provided to NextName;
School Content shall not infringe upon the intellectual property rights, privacy rights, or other rights of any third party;
School shall comply with all applicable NCAA/NAIA rules, conference rules, and state NIL laws in connection with its use of the platform;
School shall comply with FERPA and all other applicable privacy and education laws in connection with its use of the platform;
School shall maintain accurate roster information and process athlete affiliation requests in accordance with Section 6; and
All information provided by School during account creation and ongoing operation is accurate, complete, and current.

12.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12, THE NEXTNAME PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEXTNAME DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEXTNAME DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SCHOOL ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE PLATFORM.

13. Indemnification

13.1 School Indemnification

School shall indemnify, defend, and hold harmless NextName, its officers, directors, employees, agents, and affiliates (“NextName Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Losses”) arising out of or relating to:

School Content, including but not limited to claims of intellectual property infringement, defamation, invasion of privacy, or violation of publicity rights;
School’s breach of any representation, warranty, or obligation under this Agreement;
School’s violation of applicable laws, NCAA/NAIA rules, conference rules, or FERPA requirements;
The acts or omissions of School’s designated staff in connection with the platform;
Any claim by a student-athlete or third party arising from School’s roster management, affiliation processing, or NIL compliance activities; and
School’s use of NextName Marks in violation of Section 10.

13.2 NextName Indemnification

NextName shall indemnify, defend, and hold harmless School, its officers, directors, employees, agents, trustees, and affiliates (“School Indemnitees”) from and against any and all Losses arising out of or relating to:

NextName’s breach of any representation, warranty, or obligation under this Agreement;
Claims that the NextName platform (excluding School Content) infringes upon the intellectual property rights of a third party;
NextName’s violation of applicable laws in its operation of the platform;
NextName’s mishandling of payment processing or payout calculations, except to the extent caused by Stripe or School’s errors; and
NextName’s use of School Marks in violation of Section 10.

13.3 Indemnification Procedures

The indemnified Party shall:

Promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent it is materially prejudiced by such failure);
Provide the indemnifying Party with reasonable cooperation and assistance in the defense of such claim; and
Grant the indemnifying Party sole control of the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim in a manner that imposes obligations on the indemnified Party or admits fault on behalf of the indemnified Party without the indemnified Party’s prior written consent, which shall not be unreasonably withheld.

13.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
NEXTNAME’S TOTAL AGGREGATE LIABILITY TO SCHOOL UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF NEXTNAME PLATFORM FEES ACTUALLY RECEIVED BY NEXTNAME FROM SCHOOL’S ACCOUNT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
THE LIMITATIONS IN THIS SECTION 13.4 SHALL NOT APPLY TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 13.1 AND 13.2, (ii) LIABILITY ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (iii) LIABILITY ARISING FROM A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal dispute resolution, the Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) through informal negotiation. The Party raising the Dispute shall provide written notice to the other Party describing the Dispute in reasonable detail. The Parties shall engage in good faith discussions for a period of thirty (30) days following receipt of such notice (or such longer period as the Parties may agree) before initiating arbitration.

14.2 Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiation within the period specified in Section 14.1, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

Arbitrator: The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA’s rules. The arbitrator shall have experience in technology and intellectual property disputes;
Location: The arbitration shall be conducted in Cook County, Illinois, unless the Parties agree to a different location or to conduct the arbitration remotely;
Language: The arbitration shall be conducted in English;
Discovery: The arbitrator may permit limited discovery as the arbitrator deems necessary for a fair resolution of the Dispute;
Award: The arbitrator’s award shall be final and binding on both Parties. Judgment on the award may be entered in any court of competent jurisdiction;
Costs: Each Party shall bear its own attorneys’ fees and costs in connection with the arbitration, unless the arbitrator determines that the circumstances warrant an award of attorneys’ fees to the prevailing Party. The Parties shall share equally the costs of the arbitration (filing fees, arbitrator compensation, and hearing costs);
Confidentiality: The arbitration proceedings and any award shall be confidential, except as necessary to confirm, vacate, or enforce the award, or as required by law; and
Equitable Relief: Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of arbitration.

14.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

14.4 Class Action Waiver

The Parties agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as part of a class, consolidated, or representative action. The arbitrator shall not have authority to preside over any form of class or representative proceeding.

15. Miscellaneous

15.1 Entire Agreement

This Agreement, together with NextName’s Terms of Service, Privacy Policy, and Acceptable Use Policy (each as updated from time to time and available at nextname.io), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to the subject matter hereof.

15.2 Amendments

This Agreement may be amended only by a written instrument signed by both Parties, except that NextName may update the Terms of Service, Privacy Policy, and Acceptable Use Policy in accordance with their respective terms. NextName shall provide School with at least thirty (30) days’ advance written notice of any material changes to this Agreement. Continued use of the platform after such notice period constitutes acceptance of the amended terms.

15.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties’ original intent, or if such modification is not possible, the provision shall be severed from this Agreement.

15.4 Assignment

School may not assign or transfer this Agreement, or any rights or obligations hereunder, without NextName’s prior written consent, which shall not be unreasonably withheld;
NextName may assign this Agreement, in whole or in part, without School’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of NextName’s assets or the NextName platform;
Any purported assignment in violation of this Section 15.4 shall be void and of no effect; and
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.5 Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such Party’s right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the waiving Party to be effective.

15.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

Delivered personally;
Sent by email with confirmation of receipt (automated read receipts do not constitute confirmation); or
Sent by certified or registered mail, return receipt requested, postage prepaid.

Notices to NextName shall be sent to:

General Legal Matters: legal@nextname.io
School Partnership Inquiries: schools@nextname.io
Compliance Matters: compliance@nextname.io
Technical Support: support@nextname.io

Notices to School shall be sent to the email address designated by School’s Owner on the School Account, or to such other address as School may designate in writing.

15.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or to incur obligations on the other Party’s behalf.

15.8 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from circumstances beyond the Party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power outages, internet or telecommunications failures, or failures of third-party service providers. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effects of the force majeure event.

15.9 Headings

The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

15.10 Counterparts

This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15.11 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to this Agreement, except that the NextName Indemnitees and School Indemnitees identified in Section 13 are intended third-party beneficiaries of the applicable indemnification provisions.

Signature Page

NEXTNAME, INC.

By: ___________________________________

Name: _________________________________

Title: _________________________________

Date: _________________________________

SCHOOL / INSTITUTION

Institution Name: ___________________________________