Terms of Service

This Letter Agreement (“Agreement”) dated the date of signature (“Effective Date”) sets forth the understanding between Influxer Inc. (“Company”) on one hand, and the Student-Athlete (“Student-Athlete”) on the other, regarding, among other things, certain rights of Student-Athlete to be licensed to Company. The parties’ agree as follows:

AGREEMENT AND ACKNOWLEDGMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. 1. Grant of Rights. Student-Athlete hereby grants and assigns to Company, its subsidiaries, and affiliates, the non-exclusive, worldwide right, privilege, and license to use, and to grant to licensees and sponsors the right to use, all or any combination of the Student-Athlete’s name, nickname, initials, autograph/signature, facsimile, voice, caricature, photograph, portrait, picture, image, likeness, jersey number, statistics, data, biographical information or any other identifiable feature (collectively known as “Features”) in procuring, marketing, expoiting, and promoting NIL opportunities for the Student-Athlete, and manufacturing, marketing, and selling merchandiose and other products bearing the Features (collectively, "Products"), whether individually, in connection with group licensing or other individuals, in combination with the collegiate institution’s mark(s) that Student-Athlete is actively or was previously enrolled at (at any given time during the Student-Athlete’s athletic eligibility), in combination with Company marks, and/or in combination with other company/brand mark(s) for the duration of the Student-Athlete’s athletic eligibility. Additionally, Student-Athlete grants Company, its subsidiaries, and affiliates the irrevocable, perpetual, world-wide, non-exclusive, and fully-paid right to retain and license to reproduce Student-Athlete’s Features, in print and electronic media for Company’s promotional, marketing, and/or advertising purposes individually, in combination with other individuals, in combination with the collegiate institution’s mark(s) that Student-Athlete is actively or was previously enrolled at (at any given time during the Student- Athlete’s collegiate eligibility), and/or other company’s or brand’s mark(s) (“Company Promo Right”). The foregoing licenses, and this Agreement, shall still be in effect if Student-Athlete transfers collegiate institutions.


2. 2. Student-Athlete Obligation. Student-Athlete agrees to, and shall execute and deliver without any additional compensation, any further documents and perform such other and lawful acts as Company may reasonably require to fully secure Company’s rights or interests herein or to otherwise carry out the intent of this Agreement.


3. 3. Name and Jersey Number. If Student-Athlete wishes to specify his/her name and number to be put on the products, then Student Athlete shall fill out the following:
   Preferred Legal Last Name (this Last Name will be used on the products): as provided at signup
   Jersey Number (this Jersey Number will be used on the products): as provided at signup
   The Preferred Legal Name must be the legal name of Student-Athlete or a part thereof and cannot be a nickname or other name associated with Student-Athlete. If the Jersey Number above conflicts with Student-Athlete’s roster number, then the roster number will be used. In connection with any Product that includes the use of Student-Athlete’s jersey number, Student-Athlete shall only beeligible to receive a Royalty from the Product if it also includes at least one other clearly identifiable Feature of Student-Athlete. The use of a jersey number alone shall not entitle Student-Athlete to compensation hereunder.


4. 4. Compensation. In consideration of the rights granted herein, Company shall compensate Student- Athlete as follows (collectively, “Royalty” or “Royalties”):
   
   1. a. Product Sales. For each Product sold by the Company, Student-Athlete shall be entitled to receive the Per-Unit Fee set forth in Appendix A attached hereto and incorporated herein by a. reference.
   
   
   2. b. Other Revenue Opportunities. In the event Company procures any marketing, sponsorship, endorsement, appearance, or other name, image, and likeness (“NIL”) opportunity for Student- Athlete that is not a Product sale (each, an “Opportunity”), Student-Athlete may receive a Royalty or other form of consideration as determined by the specific terms of such Opportunity.
      Group Licensing. If any Product or Opportunity involves Student-Athlete and at least one other participant, Student-Athlete’s Royalty shall be determined on a pro-rata basis among all similarly situated participating individuals.
   
   
5. 5. Disbursments. All Royalty payments will be disbursed quarterly as detailed in this Section. Once the Student-Athlete accrues $600.00 or more in Royalties within a given tax year, they he/she are is required to complete and submit a W-9 form provided by the Company. Royalties exceeding the $600.00 threshold will not be distributed unless and until the W-9 form is duly submitted by the Student-Athlete. Such Royalty payments shall will be made within thirty (30) days of the last day of each calendar quarter of which Company receives payment from the merchandising opportunities. If, however, Company receives the payments less than thirty (30) days prior to the last day of a calendar quarter, then Company shall pay the Student-Athlete within one (1) month of its receipt of samesale of the Product. Student-Athlete hereby authorizes Company to receive payment directly on behalf of the Student-Athlete prior to making the Royalty payments to the Student-Athlete as herein noted above. Student-Athlete’s Royalty payments shall be made either through Venmo or PayPal, in accordance with the Student-Athlete’s payment information below:
   Venmo: as provided at signup Paypal: as provided at signup
6. 6. Term. Unless earlier terminated in accordance with Section 7 below, the term of this Agreement will be deemed to be effective as of the Effective Date and will continue until the expiration of the Student-Athlete’s collegiate athletic eligibility. Use of the Student- Athlete’s Features in Opportunities executed before the Student-Athlete’s collegiate athletic eligibility expires will be allowed to continue until the expiration of those specific activations.


7. 7. Termination. This Agreement may be terminated by either party upon thirty (30) days written notice to the other explaining its desire to terminate the Agreement on the intended termination date. If this Agreement is terminated prior to the expiration of the Student-Athlete’s collegiate athletic eligibility, the use of the Student-Athlete’s Features in opportunities executed prior to the date of said termination shall be allowed to continue until the expiration of those specific opportunities and the Student-Athlete shall be entitled to receive payment generated by the Student-Athlete from said opportunity. Additionally, the Company Promo Right shall survive termination of this Agreement. Notwithstanding the foregoing, Company shall have the right, for a period of sixty (60) days following the effective date of termination (the “Sell-Off Period”), to continue using Student-Athlete’s Features to market, promote, and sell Products.


8. 8. Consent to Emails and Text Messages. By executing this Agreement, Student-Athlete consents to the receipt of automated and non-automated emails and text messages to the email address(es) and phone number(s) provided herein for any purpose, including but not limited to marketing of Company products and services. In addition, Student-Athlete agrees that Company may use automatic telephone dialing systems in connection with text messages sent to any mobile phone number Student-Athlete provides. Student-Athlete understands and acknowledges that the frequency and content of such communications may vary, that standard text message and data rates may apply, and any costs associated with receiving these communications are solely the responsibility of the Student-Athlete.


9. 9. Ownership. The merchandise, logos, designs, and any deliverables made/generated in connection with any merchandising opportunity procured for Student-Athlete, including all drafts, versions, and other material created or provided in accordance with any opportunity contemplated hereunder by Company or Student-Athlete (collectively, the “Material”), but expressly excluding Student-Athlete’s publicity rights, shall be “works made for hire” according to U.S. Copyright law, and shall be owned exclusively by Company. In the event any portion of the Material, other than Student-Athlete’s publicity rights, is not considered “work made for hire” or as otherwise necessary to ensure full ownership to Company, Student-Athlete hereby assigns to Company all right, title, and interest in and to such Material (“Assignment”). Student-Athlete shall sign any additional documents that may be reasonably necessary to effectuate the Assignment. Without in any way limiting this Assignment, Student-Athlete also expressly and forever waives any “moral” rights or droit moral or any similar rights arising under U.S. federal or state law or under the laws of any other country that conveys similar or other types of moral rights.


10. 10. Student-Athlete Representations and Warranties. Student-Athlete hereby represents and warrants that, if Student-Athlete is considered an international student-athlete, all of Student-Athlete’s grants and licenses herein have been or will be disclosed to, his/her Designated School Official at his/her university (“DSO”) . Student- Athlete hereby further represents and warrants that: (a) he/she has obtained (or will obtain depending on his/her university policy) compliance approval from his/her university to enter into this Agreement; (b) he/she has the full right, power, and authority to enter into this Agreement and perform all of his/her obligations hereunder; (c) entering into this Agreement does not and will not constitute a conflict or breach with any party; (d) this Agreement constitutes its valid and binding obligation, enforceable against Student-Athlete in accordance with its terms; (e) he/she understands all of the terms and conditions in this Agreement; and (f) he/she voluntarily assents to all of the terms and conditions contained herein.Additionally, Student-Athlete hereby acknowledges and agrees that it is solely responsible for: (a) all tax liability associated with any and all Royalties received under this Agreement; (b) that Company will not withhold any taxes from such payments unless required to under applicable law; and (c) determining and fulfilling its obligations under applicable laws and regulations with respect to reporting or remitting any applicable taxes or charges.


11. 11. Liability and Release. Student-athlete hereby releases, waives, discharges, and agrees to hold harmless and covenant not to sue Company from and against any and all claims, suits, actions, demands, liabilities, and damages of any kind whatsoever arising out of or in connection with this Agreement, whether related to immigration implications or not. Company shall not be liable for any indirect, incidental, reliance, special, punitive, or consequential damages arising out of Student-Athlete’s performance or non-performance under this Agreement, whether or not Student-Athlete has been advised of the possibility of such damages.


12. 12. Indemnification. Student-athlete agrees to defend, indemnify, and hold harmless Company and their respective affiliates, subsidiaries, and parent companies, and their respective officers, members, directors, employees, business partners, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Student- Athlete’s breach of this Agreement and/or any of the representations and/or warranties included herein; (b) Student-Athlete’s negligence or willful misconduct; and/or (c) any other acts or omissions by Student-Athlete in connection with the Agreement.


13. 13. Relationship of the Parties. This Agreement is not intended to create any partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties, beyond the relationship of independent parties to a commercial contract. Except as otherwise set forth in this Agreement, neither party is vested with any authority to bind the other party contractually, or to act on behalf of the other party as a broker, agent, or otherwise.


14. 14. Assignment. Student-Athlete may not assign this Agreement or delegate any of its obligations hereunder without the prior written consent of Company. Any purported delegation or assignment without such consent shall be void ab initio.


15. 15. Non-disparagement. The parties agree that, during the term of this Agreement and for three (3) years thereafter, no party, including their respective employees, officers and/or spokesperson(s) (but only when acting in their capacities as spokesperson(s) of such party, and not in any other capacity), will make any statement or take any action that publicly disparages, is derogatory, or is otherwise damaging to the other party, its affiliates, officers or members. Violation of this provision is hereby deemed an incurable, material breach.


16. 16. Dispute Resolution/Governing Law/Arbitration. This Agreement shall be construed and governed by the laws of the State of Texas, without giving effect to its choice of law principles. The parties agree that, except for injunctive or other immediate equitable relief, any dispute between them relating to this Agreement, or the breach hereof, shall, if negotiations and other discussion fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association (“AAA”) before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve their dispute by mediation. The Commercial Mediation Rules of the AAA then in effect shall be applied. The parties agree to conduct the mediation in Dallas, Texas, virtually, or at another mutually agreed upon location. The parties agree that, except for injunctive or other immediate equitable relief, any dispute between them relating to this Agreement, or the breach hereof, shall be subject to binding arbitration, if the dispute is not first resolved by mediation as set forth above, in accordance with the provisions of the Commercial Arbitration Rules of the AAA, and that judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be heard before one (1) arbitrator selected in accordance with the Commercial Arbitration Rules of the AAA then in effect shall be applied. The parties agree to conduct the arbitration in Dallas, Texas, virtually, or at another mutually agreed upon location.


17. 17. Notice. Any and all notices, demands, or other communications required or desired to be given under this Agreement (“Notice”) shall be in writing and addressed in accordance with the below contact information. If such Notice is served personally or via electronic mail, the Notice will be deemed constructively made and received at the time of such service. If such Notice is given by mail, then such Notice will be conclusively deemed given and received five (5) days after deposit thereof in the United States mail addressed to the party to whom such Notice is to be given. If to Student-Athlete: Email: as provided at signup Phone Number: as provided at signup If to Company: Influxer Inc., c/o Kenner + Imparato, PLLC 175 SW 7th St, Office 2410 Miami, FL 33132. With cc to: Justin@ki-law.com


18. 18. Miscellaneous.


1. a. No compensation shall be paid to Student-Athlete as a reward or inducement for any athletic participation or performance or for his/her enrollment or continued enrollment at Student-Athlete’s collegiate or other academic institution.


2. b. This Agreement may be modified, altered, or amended, only by mutual agreement evidenced by an instrument in writing executed by the parties hereto or their respective successors in interest. No waiver of any breach of any portion of this Agreement will constitute a waiver of any subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing. Notwithstanding the foregoing, Company reserves the right to modify the Royalty structure described in this Agreement, including any amounts payable to Student-Athlete and/or the method of calculating such payments, by providing written notice to Student-Athlete at least ten (10) days prior to the effective date of such modification (the “Modification Notice”). If Student-Athlete objects to the proposed modification, Student- Athlete must provide written notice of termination within five (5) days of the date of the Modification Notice. Such termination shall be effective as of the stated effective date of the modification, and no further payments shall be owed to Student-Athlete except those earned and accrued prior to the effective date of termination. If Student-Athlete fails to timely object in writing, Student-Athlete shall be deemed to have accepted and agreed to the revised payment terms as of the stated effective date.


3. c. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


4. d. If any provision of this Agreement or its application shall to any extent be held void, unenforceable, or invalid, the remainder of this Agreement or the application of such provision shall still be valid and enforced to the fullest extent permitted by law.


5. e. Student-Athlete shall discharge any and all obligations imposed upon Student-Athlete by any federal, state or local law, regulation or order.


6. f. IF STUDENT-ATHLETE IS CONSIDERED AN INTERNATIONAL STUDENT- ATHLETE, STUDENT-ATHLETE ACKNOWLEDGES THAT HIS/HER DSO WILL BE PROPERLY NOTIFIED OF STUDENT-ATHLETE’S EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT; ADDITIONALLY; STUDENT-ATHLETE ACKNOWLEDGES THAT HE/SHE HAS READ AND UNDERSTANDS THE ENTIRETY OF THIS AGREEMENT, HE/SHE HAS HAD THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT COUNSEL OF HIS/HER CHOOSING, HE/SHE VOLUNTARILY ENTERS INTO AND AGREES TO BE BOUND BY THIS AGREEMENT, AND HE/SHE HAS OBTAINED OR WILL OBTAIN UNIVERSITY COMPLIANCE APPROVAL TO ENTER INTO THIS AGREEMENT.

If the foregoing accurately reflects the terms agreed to by Company and Student-Athlete, please sign a copy of this Agreement in the space provided below:

Appendix A

For each unit of a Product sold by Company that includes or incorporates Student-Athete's Features (as defined in the Agreement), Student-Athlete shall be entitled to receive a per-item fee ("Per-Item Fee") as set forth below:

Products Athlete Royalty

Product	Royalties
Jersey	$25.00
Number Necklace	$15.00
Blanket	$10.00
Hoodie	$10.00
Polo	$10.00
Crewneck	$9.00
Long Sleeves	$7.00
Tumbler	$7.00
Coaster	$7.00
Garden Flag	$6.00
Tee	$6.00
Tank Tops	$6.00
Performance Long Sleeve	$7.00
Performance Tee	$6.00
Comfort Colors Tee	$7.00
Canvas Tote Bag	$3.00
Quarter-Zip	$10.00
Hat	$5.00
Sweatpants	$5.00
Beanie	$5.00
Clear Stadium Bag	$5.00

Multi-packs Athlete Royalty

Product	Variant	Price
Can Coolers	2-pack	$4.00
	6-pack	$8.00
	12-pack	$15.00
Bottle Openers	1-pack	$3.50
	3-pack	$6.00