Terms of Use

Updated August 1, 2022

Opendorse, Inc. (hereafter Opendorse may be referred to as “us”, “we” “our”) welcomes you to our website, application, and the services available on and through the website (the “Site” and the “Services”). Your use of the Site and the Services are governed by these Terms of Use (these “Terms”). Any time you browse the Site or use the Services in any way, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Site or the Services.

The purpose of the Site is to connect individuals who wish to promote their name, image and or likeness and popularity on social media and in the general public (“End Users”) with fans, brands, or others (“Customers”) who wish to engage with selected End Users in a specified marketing activity (“Activity”) or to provide content.  End Users may connect with Customers for marketing purposes in return for the payment of a specified fee for each Activity (“Activity Fee”). Any user of the Site may be referred to herein as “you”. End Users and Customers may be referred to herein individually as “Party” or together as “Parties”.

Your use of the Services is also subject to our Privacy Policy, which is located on the Site. We reserve the right to modify these Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us. Please read them carefully and review them regularly.

1. Eligibility.

If you are under 13 years old, you may not use the Services. Users under the age of majority in the jurisdiction in which you reside must be signed up and managed by their parent, legal guardian, or authorized Agent. When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. You also represent that your use of the Services does not violate any applicable law or regulation.

 

2. Registration & Account.

Certain Services or portions of the Site may require you to register for an account (“Account”). By registering for an Account, you grant us a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to display your name and likeness in a form clearly indicating your status as a platform or program participant, in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Notwithstanding anything to the contrary in this Section, upon the termination or cancellation of your account, our rights to display your name and likeness will automatically terminate.

As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You acknowledge and agree that you are solely responsible for any activities occurring under your Account. You acknowledge further that Opendorse is not a Lawyer, and it is your responsibility to assure that you are adhering to all rules and regulations of your organization, your conference, your state and any Governing Bodies which may provide oversight of your activities.

In order to effectively utilize all the Services offered in your account, you may also need to register your financial account information so Opendorse’s payment processor Stripe may make payments earned via the Services to you. You acknowledge and agree that you are solely responsible for the accuracy of the information you have provided and for assuring that the information is the most up to date so payments can be made effectively. Stripe provides these payment services directly to Users pursuant to its own terms and privacy policy located here.

Opendorse utilizes Stripe Inc.’s (“Stripe”) services to for credit card and other electronic payment methods for Deals entered into using the Services. Stripe provides these services directly to Users pursuant to its own terms and privacy policy located here.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to our benefit. We do not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void.

By registering for an Account, you are representing and warranting that all information you submit is current, truthful and accurate, and that you agree to maintain the accuracy of such information. You authorize us to verify any information through any source including, but not limited to the use of third-party identity verification systems. You understand and agree that we will use the information you provide in accordance with the terms of the Privacy Policy, which is expressly incorporated into this Agreement.

You have the right to cancel your Account at any time. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute you may have with us.

OPENDORSE RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT AT ANY TIME FOR FAILURE TO ADHERE TO THESE TERMS OF USE OR FOR ANY OTHER REASON, AT ANY TIME, WITH NO LIABILITY TO YOU UNDER ANY THEORY OF LAW, INCLUDING TORT OR CONTRACT, FOR ANY TYPE OF DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS. You acknowledge and agree that we are not required to provide you notice before terminating or suspending your Account, and/or your access to the Platform. In the event that your Account is terminated, suspended or cancelled, you will have no further access to your Account or anything associated with it (including Accounts on the system for which you may have been previously responsible).

 

  1. Permitted Uses/License.

You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device.

You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.

We urge all users to be responsible about their use of the Site and any transaction entered into via the Opendorse Marketplace™ application. The Site provides the on-line marketplace to allow End Users and Customers to connect.

Opendorse is not a party to any agreement between End Users and Customers. This is true even when the Site allows Customers and End Users to facilitate all deal activities from offer to payment on a completed Activity or providing other ancillary products or services. As a result, any part of an actual or potential transaction between an End User and Customer, including the requested Activity, the consideration required, the timing or duration of the agreement and the legality of the Activity and other contractual requirements are solely the responsibility of each Party. By using this Site, each Party acknowledges and agrees that you are solely responsible for each agreement you enter into, including but not limited to assuring that each agreement adheres to all rules, regulations and laws under which you are subject. Opendorse is not a legal advisor and does not vouch for the legality of any agreement on the site or of any provisions within.

Parties agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Site, their use of any tool, service or product offered on the Site and any transaction they enter into on the Site or in connection with their use of the Site.

While Opendorse does take certain measures to assist End Users and Customers in avoiding potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact. If an End User or Customer receives an illicit message, harassment, or believes there to be any fraud, request for illegal activity, or any use the End User does not believe a valid request on the Site, that End User should make an immediate report to support@opendorse.com and cease contact with the offending individual.

  1. Fees and Payment

The minimum Activity Fee charged by each End User for an Activity may be listed on their profile page on the Opendorse Site. By submitting a request, a Customer agrees to pay all amounts due in accordance with the payment terms in effect when the request is submitted, which include Activity Fees and also may include but not be limited to marketplace, transaction, convenience, service, and/or processing fees (“Opendorse Fees”) which may be added. All fees a Customer will be required to pay for an Activity will be made clear prior to the Customer submitting final approval of payment.

All transactions on the Opendorse Site are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.

  1. Third-Party Sites.

The Site may contain links to websites we do not operate, control, or maintain (“Third-Party Websites”). We do not endorse any Third-Party Websites, and we make no representation or warranty in any respect regarding the Third-Party Websites. Any links to Third-Party Websites on the Site are provided solely for your convenience. If you do access any Third-Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third-Party Websites or our links thereto.

The Site may contain features and functionalities that link to or provide you with access to third-party content that is completely independent of Opendorse, including content, data, postings or other intellectual property shared by an End User or on and End User’s behalf (“End User Content“) End User Content, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of End User Content and other offerings that allow interactions with third parties, including between Parties, on the Opendorse Platform are the sole responsibility of the people involved in those interactions. Opendorse is not responsible for the content of the interactions you may have with third parties through End User Content or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, Customers agree not to contact or interact with any End User except as expressly permitted through our Site. You agree that Opendorse may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Opendorse if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release Opendorse from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.

From time to time, an entity may be identified on an End User’s Account or be associated with the End User elsewhere as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the End User’s Account may indicate that all or a portion of the End User’s revenue from End User Content will be given to a Charity. Those arrangements are strictly between the End User and the Charity. Opendorse is not a sponsor of, does not endorse, and is not affiliated with any End User Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Opendorse). Unless expressly stated, Opendorse does not control and makes no warranties about the Charity or any donation to the Charity.

  1. Content.

The Site or the Services may include interactive areas in which content and information may be posted (referred to as “Party Content” regardless of form). The Party who posts such Party Content is solely responsible for all Party Content. We may, in addition to any other rights and remedies we may have against you at law or in equity, immediately, with or without notice to you, cease the distribution, display or other exploitation of any content which we believe violates these Terms, without any liability to you of any kind. We reserve the right to remove or modify any Party Content for any reason in our sole discretion.

When you post Party Content, you give us and our affiliates a nonexclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Party Content throughout the world in any media. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you. Notwithstanding the foregoing, if a user is a student-athlete subject to the rules and regulations of the National Collegiate Athletic Association, we will not use any such User Content in a manner that would violate, or cause such a user to violate, such rules and regulations.

When you post Party Content, you represent and warrant to us that (1) you own the Party Content, (2) the posting of the Party Content does not violate any rights of any person or entity, (3) you have no agreement with or obligations to any third-party with respect to the rights granted herein and you have not and will not sell, assign, transfer, or convey any of the rights granted herein in a manner adverse to or in derogation of the rights granted to us, and (4) to the extent any “moral rights” or similar right exist in the Party Content and are not exclusively owned by us, you agree not to enforce any such rights as to us or our affiliates. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any Party Content posted by you to or through the Services.

  1. Party Conduct.

You agree not to use the Site or the Services to take any action or actions that (including with respect to any Party Content): (1) are patently offensive in any manner, (2) are contrary to our public image, goodwill, or reputation, (3) infringe on our or any third-party’s intellectual property rights, or (4) “frame” or “mirror” any part of the Site without our prior written consent. You acknowledge and agree that you are solely responsible for compliance with any applicable law or regulation relating to advertisement, social media marketing, or endorsement including but not limited to, acknowledgement of any compensation received in return for your posting of the Content such as with the #ad hashtag. We can remove any content, access to future content, or information you share on the Platform if we believe that it violates these Terms of Use, our policies, or we are permitted or required to do so by law.

  1. Copyright Infringement.

We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give Opendorse legally sufficient notice of infringement. Send copyright infringement complaints to our CEO, Blake Lawrence, at the following email address: support@opendorse.com. We suggest that you consult your legal advisor before filing a DMCA notice with Opendorse’s copyright agent. There can be penalties for false claims under the DMCA.

  1. Disclaimer.

You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third-party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.

Any information published on this website regarding income, earnings, profits or personal financial status is for informational purposes only. The information may provide and/or be based upon both real-life examples and/or hypothetical examples of possible outcomes, which are in no way guarantees of what will occur in your specific situation. Financial outcomes depend on many factors including but not limited to your level of engagement, personal responsibility, commitment, and abilities, in addition to factors that you and/or Opendorse may not be able to fully anticipate. You agree that Opendorse is not responsible for your success, or lack thereof. Your reliance on any information provided is done at your own risk.

Not all individuals represented in the Opendorse Marketplace are full users of the Opendorse platform. Opendorse does not represent or warrant in any way any partnership with any individuals or companies represented or found on the Marketplace.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

  1. Limitation of Liability.

You acknowledge and agree that your use of the Site is at your own risk and that the Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Opendorse disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

In particular, Opendorse makes no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that Opendorse will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of the Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.

You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any End User Content, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through End User Content, will create any warranty not expressly made by us.

You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Opendorse is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Opendorse with respect thereto.

To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Opendorse be liable to you or to any third-party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Opendorse has been advised of the possibility of such damages.

Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to $100. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.

You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

  1. Indemnification.

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third-party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your Party Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.

  1. Electronic Signatures and Notices.

Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has the same legal rights and obligations as a physical signature.

If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

  1. Dispute Resolution.

Nebraska law governs these Terms. You agree that any disputes or claims under these Terms will be litigated exclusively in the state and federal courts located in Lancaster County, Nebraska. You agree that any claim arising under these Terms will be litigated on an individual basis and will not be consolidated with any claim of any other party.

  1. NCAA, Conference, Institutional and other Regulations.

We are in no way sponsored by the NCAA, any conference, or any institution. As a user of this Site, you are responsible for your own activities in connection with your use of the Site and the Service, and you are responsible for knowing and complying with any rules, regulations, and laws of any governing body to which you are obligated (including, but not limited to, your institution, state and/or federal government) (“Regulations”). You understand and agree that any Deal in which you take part of, may need to be reported. By accepting any Deal Terms, you are acknowledging and agreeing that you will report all activities to all entities as required by Regulations. If you act in violation of the Regulations, we may take reasonable steps in response, including, but not limited to, terminating your access to and use of the Site and/or the Service and/or reporting such conduct to the NCAA, your conference or institution, or other appropriate authorities or entities. We do not knowingly promote any violations of Regulations.

  1. Miscellaneous.

We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

CUSTOMER TERMS

  1. What We Do.

 Opendorse provides technology to the athlete endorsement industry. We serve the full lifecycle of supporting athletes: educating, assessing, planning, sharing, creating, measuring, tracking, disclosing, regulating, listing, browsing, booking, and more.

Our industry-leading products – Opendorse Compliance, Content, Education, and Marketplace – help athletes and their supporters understand, build, protect, and monetize their brand value. Specifically, for you, our Customer, we connect you with End Users whom you wish to engage in requested Activities

  1. Searching and Booking an Activity.

Searching. Customers can search for End Users to perform an Activity by using different search criteria such as name, institution, sport, and gender. Search results are based on an End User’s having an account with Opendorse which is open to searching.

Booking. When you find your specified End User(s),and request an Activity from the End User(s), you are agreeing to pay the Activity Fee that End User has posted for the completed Activity, as well as additional fees including any Opendorse Fees; the Opendorse Fee and the Activity Fee together shall be referred to as the Total Fee (“Total Fee”). When you request the Activity, the Total Fee will be collected at that time.

  1. Fees and Payment

Minimum Activity Fee. The minimum Activity Fee may be listed on each End User’s profile page. Prior to checkout, the additional Opendorse Fees shall also be displayed. By submitting a request, you agree to pay the Total Fee associated with each Activity. All fees you will be required to pay for an Activity will be made clear prior to you submitting final approval of payment. All transactions on the Opendorse Site are settled in USD. You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.

Payment Processing. When you request an Activity, you must provide a valid payment method through the applicable third-party payment provider Opendorse has selected, currently Stripe, although that may be subject to change upon notice. Your payment method will be charged for the full amount upon request of the Activity. You acknowledge and agree that Opendorse does not operate, own or control the payment provider. Your use of your payment method is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment method.

 Refunds. Once you have booked an Activity, if for some reason that Activity does not complete, the full amount charged will be put back into your Opendorse Account balance for use on a future Activity. You may use that credit for any purchases on the Site until such time as the credit is fully redeemed. You may only use your credit for a purchase of the exact amount or an amount lower than the credit available. Any purchase over the amount of credit you have available will be charged in full to your payment method.

If you wish to receive a refund of those funds, Opendorse will do so, but there shall be a 5% processing charge on the amount refunded. You may not exchange or return an Activity once the request has been accepted by the End User.

If an Activity that you have paid for has not completed, please inform Opendorse by emailing support@opendorse.com and advising of the situation, it is at that point, Opendorse will be able to help you with the refund process as outlined above.

Opendorse Cancellations. Opendorse reserves the right (but is under no obligation) to cancel any Activity request if: (i) the payment method is declined; or (ii) if the requestor has previously been banned or removed from the Site for any reason. If the Activity is cancelled at the behest of Opendorse, a refund of the Total Fee shall be made to the original payment method.

Change of Activity Fee. The End User may change the Activity Fee at any time, by providing such change on their profile. If the change is made after an Activity is booked and payment has been made, the End User shall honor the original Activity Fee. Likewise, Opendorse reserves the right to change the Opendorse Fees or the payment procedures, including payment options and terms, either immediately upon posting on the Site or by other notice to you.

Content Issues. If there is an issue with the content provided by an End User (i.e., it contains offensive or profane material, or violates the intellectual property rights of you or another party) you can attempt to resolve by working directly with the End User. If that is not possible, or if that fails, please contact support@opendorse.com and we will work with you to attempt to resolve the issue.

Taxes.  You are responsible for payment of any taxes levied on the transactions you make through the Site.

  1. Your Responsibilities and Assumption of Risk. By creating an Account and continuing to use the Site, you represent and warrant that:
    • You have not been prohibited from using or accessing any aspect of the Site by Opendorse or pursuant to any applicable law, rule or regulation;
    • You will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
    • You (and any Account that you created or control) have not been previously banned or removed from the Site for any reason;
    • You are not a convicted sex offender;
    • You are not listed on any denied or restricted party lists or lists of persons subject to sanctions or restrictions, including lists administered by the U.S., UK or EU;
    • You are not the subject or target of sanctions or restrictive measures administered by the U.S., UK or EU; and
    • You are not located in a country or territory subject to comprehensive sanctions (currently, Crimea, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, and the Syrian Arab Republic).

END USER TERMS

  1. Marketing as an End User.

End User. As an End User you have the opportunity to promote yourself and your social media network to companies seeking to have you market their products, and for fans who seek to engage you in activities (i.e., autographs, photographs, videos, social media messages, etc) in return for payment that you set (each referred herein as an Activity). You, may set your own minimum fee (aka “Activity Fee”) and you may decide which Activities you will or will not pursue.

Opendorse Promotion of Your Profile on the Opendorse Marketplace. Opendorse may, but shall not be required to, display content, data, postings or other intellectual property shared by you or on your behalf (“End User Content“) on the Opendorse Platform, on social media and via other means of advertising to promote your marketplace and the Platform in general. After any such posting, you may request that we remove such posting at any time by contacting us at support@opendorse.com.

Contracting with Customers. When you accept an Activity request, you are entering into a contract directly with the Customer and are responsible for delivering the Activity under the terms specified in the agreed upon request and at the Activity Fee as specified on your Account.

Contract Responsibility. It is your responsibility to review and approve the terms of any agreement you enter into and to assure that any such agreement is not in violation of any rules, regulations or laws you must follow. Opendorse does not review these agreements and makes no warrant for any provisions contained therein. Any terms, policies or conditions that you include in any supplemental contract with Customers must: (i) be consistent with these Terms, the Opendorse Privacy Policies, and the information provided on your Account, and (ii) be prominently disclosed prior to acceptance of an Activity.

If a Customer contacts you in an offensive manner, or requests that you perform an Activity that offends you, or may be questionable or offensive, you should immediately reject such a request and please send notification containing an outline of what the issue is and who provided it to support@opendorse.com. Please note, Opendorse does not monitor all Activity requests, so if there is any issue, we ask that you please promptly report so we may review and take necessary steps.

Independence of End Users. Your relationship with Opendorse is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Opendorse, except that Opendorse Payments acts as a payment collection agent as described in these Terms. Opendorse does not direct or control your Account, Activity Fee, or Activities, and you agree that you have complete discretion whether and when to accept Activity requests, and at what price and on what terms to offer them, so long as that is clearly stated prior to any Activity request being submitted.

  1. Managing Your Account

End User Account. Your account and the safety and security thereof is your responsibility. You create a unique username and password and should not share this with anyone. If you give a third-party permission to access your account, that individual will have access to all information, including but not limited to your financial information. An individual who is provided your username and password will likewise have the ability to review and accept deal offers on your behalf. Opendorse does not monitor your account and cannot stop, and shall not be responsible for, any fraud that may occur. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You acknowledge and agree that you are solely responsible for any activities occurring under your Account. You acknowledge and agree that Opendorse is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account. If you provide your Login Information to an agent or other individual who may act on your behalf, Opendorse cannot remove that access from the individual, it is up to you to modify your Account by changing your password or other options to remove that individual’s access to your Account.

  1. Fees and Payment

Activity Fees. It is your responsibility to set your minimum accepted Activity Fee for each Activity. These Activity Fees will be posted and made clear to any Customer who wishes to make an Activity request of you. You may change your Activity Fees, but must honor an Activity Fee for an Activity that has already been accepted, even if your Activity Fee changes prior to the Activity being completed. Your Activity Fee will be released to your Account upon accepted proof of the completion of an Activity.

Cancellation. You may choose to cancel an Activity prior to performance of such. In the event of cancellation, any payment made by Customer will not be released to your account. A Customer may likewise choose to cancel an Activity request prior to the Activity being fulfilled. If a Customer attempts to make a cancellation after you have fulfilled the requested Activity, payment for the portion of the Activity you have completed may be released to your Account. Any cancellation shall be subject to any terms you have agreed to with Customer upon accepting the Activity request. Opendorse reserves the right (but is under no obligation) to cancel any Activity request if (i) the payment method is declined; or (ii) if the requestor or End User has previously been banned or removed from the Site for any reason.

  1. Taxes

You are responsible for payment of any taxes that are levied on the Activity Fees you earn each year. Opendorse will provide you a Form 1099 at the end of each tax year, and it is your responsibility to properly report and remit any required payments. Opendorse is not a legal or tax advisor and as such offers no warranty or representation regarding the amount you may owe or your requirements in filing your income tax. Opendorse advises the hiring of a tax professional for any associated questions or issues you may have.