Sport Endorse Limited
Platform Terms And Conditions
Updated: April 2026

These terms and conditions of use (together with all schedules and, where applicable, the Brand or Talent's selected Subscription Plan), and our Privacy Policy available at https://www.sportendorse.com/privacy-centre/ (collectively, the “Terms”), constitute a legally binding agreement (the “Agreement”) between you (the “User”) and Sport Endorse Limited, a private company incorporated in Ireland under company registration number 593768, with its registered office at 2 Seapoint Avenue, Blackrock, County Dublin, Ireland (“Sport Endorse”, “the Company”, “we”, “us” or “our”). Part A applies to all Users of the Service.

Part B applies additionally to Brands and Agencies. Part C applies additionally to Talent. By registering for, accessing or using the Service, you confirm that you have read, understood and agree to be bound by the Terms and by all Applicable Law.

Mandatory consumer rights. If you are a natural person acting outside your trade, business, craft or profession and you reside in the European Union, the United Kingdom, South Africa or any other jurisdiction whose laws confer non-waivable consumer rights, nothing in these Terms excludes or limits those rights, and any provision that purports to do so shall be read down to the minimum extent necessary.

PART A — GENERAL TERMS

1. Definitions and Interpretation
In these Terms, the following capitalised terms have the meanings set out below:

“Agency” - a User engaged in the business of representing Talent, or procuring commercial engagements on behalf of Talent (also “Agent” or “Agencies”).

“Applicable Law” - all laws, regulations, binding codes and mandatory standards applying to a User, the Service, a Sponsorship Contract, the delivery of Deliverables or a Deal Payment, including (as relevant) Irish law, the law of England and Wales, U.S. federal and state law (including NIL rules), European Union law (including the GDPR and Digital Services Act), South African law (including POPIA and the Consumer Protection Act), and applicable advertising standards codes.

“Brand” - a User (being an individual, firm, corporate body or related entity) that uses the Service to identify, engage or transact with Talent for sponsorship, endorsement or commercial partnership purposes.

“Business Day” - a day other than a Saturday, Sunday or public holiday in Dublin, Ireland.

“Commission” - the commission payable to Sport Endorse under clause 5 and the applicable Subscription Plan, calculated on the Deal Payment. No Commission is payable in respect of Gift-in-Kind.

“Confirmed Opportunity” - an Opportunity in respect of which a Talent has accepted the Brand's proposal and the Brand has confirmed the Talent, whether in-Platform or otherwise.

“Content” - any materials posted, uploaded, created, transmitted or otherwise made available through the Service, including Talent Deliverables and profile information.

“Deal Payment” - the cash consideration (exclusive of Gift-in-Kind) agreed to be payable by a Brand to a Talent under a Sponsorship Contract.

“Deal Value” - the total value of consideration agreed between a Brand and a Talent in respect of an Opportunity or Sponsorship Contract, comprising the Deal Payment plus the declared retail value of any Gift-in-Kind plus any expenses reimbursed.

“Deliverables” - the content, appearances, posts, activations or other services to be provided by a Talent under a Sponsorship Contract.

“Gift-in-Kind” - any product, kit, equipment, experience, hospitality, travel or other non-cash consideration provided (or to be provided) by a Brand to a Talent in connection with an Opportunity, valued at its retail market price as declared by the Brand when posting the Opportunity.

“Intellectual Property Rights” - patents, trademarks, service marks, design rights (registered or unregistered), applications for any of the foregoing, trade or business names, copyright (including rights in computer software), database rights, rights in confidential information, know-how, goodwill and reputation, domain names, moral rights, and all other rights of a similar nature (and their equivalents in any jurisdiction), whether or not registered or registrable.

“Kill Fee” - the cancellation fee payable by a Brand under clause 6.2 where a Confirmed Opportunity is cancelled.

“Opportunity” - a sponsorship, endorsement, partnership, ambassadorship, appearance or similar commercial opportunity posted by a Brand or Agency on the Service.

“Platform or Service” - Sport Endorse's websites, mobile and desktop applications, APIs and all related services.

“Sponsorship Contract” - the agreement between a Brand (or Agency) and a Talent in respect of a Confirmed Opportunity, on the terms agreed through the Service (and incorporating the relevant provisions of these Terms).

“Subscription Plan” - the subscription plan under which a Brand or Agency accesses the Service, as published by Sport Endorse from time to time.

“Tail Period” - the period of eighteen (18) months commencing on the last Communication through the Service between two Users introduced through the Service, as referenced in clause 7.

“Talent” - a User who is an athlete, sports personality, presenter, brand ambassador, content creator, sports influencer or similar person using the Service to engage with Brands.

“User” - any person who accesses, registers for, or uses the Service, including Brands, Agencies and Talent (also “you” or “your”).

1.2 Interpretation. References to “writing” include email and in-Platform messaging. Words in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. References to a statute include any subordinate legislation and any amendment, replacement or re-enactment.

2. The Service and Role of Sport Endorse

2.1 Nature of the Service. The Service is a technology-enabled marketplace that enables Brands and Agencies to identify, communicate with, and transact with Talent for sponsorship, endorsement and commercial partnership purposes.

2.2 Not a Party to Sponsorship Contracts. Save where it expressly agrees otherwise in writing, Sport Endorse is not a party to any Sponsorship Contract, does not act as agent for any User and does not guarantee the performance of any User. The provision of the Service does not constitute the offer, provision or brokerage of regulated financial, employment or agency services.

2.3 Payment Facilitation. Notwithstanding clause 2.2, Sport Endorse operates invoicing, collection and settlement mechanisms in respect of Deal Payments, Commissions, Kill Fees, Subscription Fees and liquidated damages, and is entitled to collect and apply such amounts in accordance with these Terms. Sport Endorse does not hold Deal Payments in escrow; Deal Payments are invoiced to the Brand on completion of the Sponsorship Contract and settled to the Talent upon receipt of cleared funds (see clause 5).

2.4 Changes to the Service. We may modify, suspend, limit or discontinue features of the Service. Where a change is material and adversely affects paying Users, we will give at least thirty (30) days' prior written notice and a pro-rata refund of prepaid, unused Subscription Fees where reasonably applicable.

2.5 Modification of Terms. We may update these Terms by giving at least thirty (30) days' prior notice (by email to the address on file and/or in-Platform). Continued use of the Service after the effective date constitutes acceptance. Users who do not agree may terminate in accordance with clause 14.

3. Eligibility, Registration and Account Security

3.1 Minimum Age. The Service is not intended for persons under the age of sixteen (16). Certain features (including U.S. NIL functionality and restricted-category Opportunities) require the User to be aged eighteen (18) or such higher age as Applicable Law or the relevant Brand requires. Where a Talent is a minor under the laws of their home jurisdiction, the Talent warrants that a parent or legal guardian has reviewed and approved these Terms and any Sponsorship Contract, and Sport Endorse may require written evidence of such consent and co-signature by the parent or guardian.

3.2 Registration Data. Users must provide accurate, current and complete information when registering and using the Service, and must update it promptly when it changes. Each User warrants that it (and the individual accepting these Terms on its behalf) has the authority to enter into this Agreement.

3.3 Account Security. Each User is responsible for maintaining the confidentiality of its credentials and for all activity under its account. Users must notify Sport Endorse promptly of any suspected unauthorised access. Sport Endorse is not liable for losses caused by the User's failure to safeguard credentials.

3.4 Verification. Sport Endorse may (but is not obliged to) carry out identity, AML/KYC, sanctions and other verification checks and may suspend an account pending completion.

3.5 Sanctions and Export Controls. Each User represents and warrants that it is not (i) located in, nor a national or resident of, any country or territory subject to comprehensive sanctions by the EU, UK, UN or the U.S. Office of Foreign Assets Control, or (ii) a designated person on any applicable sanctions or restricted-party list. Users must not use the Service in violation of any export control or sanctions law.

4. Opportunities, Engagements and Deliverables

4.1 Posting Opportunities. A Brand posting an Opportunity must disclose fully and accurately: (i) the Deliverables required; (ii) the Deal Payment (if any); (iii) the nature and declared retail value of any Gift-in-Kind; (iv) deadlines and the campaign timeline; (v) territory and content usage rights required; (vi) any exclusivity; (vii) any regulatory context (e.g. alcohol, gambling, betting, age-restricted products, NIL compliance, team or league category restrictions); and (viii) any material safety or venue information.

4.2 Formation of Sponsorship Contract. A Sponsorship Contract is formed when a Talent accepts the Opportunity on the terms (including amendments) agreed through the Service and the Brand confirms the Talent. The terms so agreed, together with the relevant provisions of these Terms, constitute the Sponsorship Contract.

4.3 Delivery and Acceptance. Unless the Sponsorship Contract provides otherwise: (i) the Talent shall deliver Deliverables by the stated deadline(s); (ii) the Brand shall review and either approve or provide specific, reasonable written change requests within seven (7) days of delivery; (iii) Deliverables are deemed accepted if no timely change request is provided; (iv) the Talent shall have a reasonable opportunity (not less than seven (7) days) to address change requests; and (v) publication or posting by the Brand or Talent constitutes acceptance of the relevant Deliverables.

4.4 Expenses. Pre-agreed out-of-pocket expenses (e.g. travel, production, location fees) shall be reimbursed by the Brand against supporting documentation, and shall remain payable notwithstanding any subsequent cancellation.

4.5 Gift-in-Kind Delivery. Where Gift-in-Kind forms all or part of the consideration, the Brand shall dispatch it so as to arrive no later than the agreed date. Title and risk in Gift-in-Kind pass to the Talent on delivery, subject to clause 6 (cancellation and non-performance).

5. Fees, Commissions, Payments and Escrow

5.1 Subscription Fees. Brands and Agencies pay Subscription Fees in advance for the applicable subscription term, as published in their Subscription Plan. Subscription Fees are non-refundable during the then-current term (whether the initial term or any renewed term), save as expressly required by Applicable Law. A Brand or Agency may cancel at any time, in which case: (i) access to the Service shall continue until the end of the then-current paid term; (ii) no refund of Subscription Fees shall be payable; and (iii) the Subscription Plan shall not renew. See also Part B1.

5.2 Commission on Deal Payments. Unless expressly agreed otherwise in writing by Sport Endorse, Commission is payable on the Deal Payment (cash consideration) of every Opportunity or Sponsorship Contract between a Brand and a Talent who connected through the Service, at the rate set out in the applicable Subscription Plan. No Commission is payable on Gift-in-Kind. For the avoidance of doubt, where an Opportunity combines a cash Deal Payment with Gift-in-Kind, Commission applies to the cash Deal Payment only.

5.3 Invoicing of Deal Payments. Sport Endorse does not hold Deal Payments in escrow. On completion of a Sponsorship Contract (being acceptance or deemed acceptance of the Deliverables under clause 4.3, or the trigger of a Kill Fee under clause 6.2), Sport Endorse shall invoice the Brand for the Deal Payment plus Commission plus any applicable taxes. The Brand shall pay on the payment terms stated on the invoice, which shall be Sport Endorse's standard payment terms of immediate payment unless extended terms (typically 30, 60 or, by prior written agreement, 90 days) have been agreed with the Brand in writing (including on the Brand's Subscription Plan). Payment terms applicable to a Brand shall be disclosed to the Talent before the Talent accepts the Opportunity.

5.4 Settlement to Talent. Sport Endorse shall settle the Deal Payment to the Talent (net of Commission and any tax required to be withheld) within five (5) Business Days of Sport Endorse's receipt of cleared funds from the Brand. Where the Brand pays in instalments or late, the Talent shall be paid pro-rata on each receipt. The Talent acknowledges that settlement timing is contingent on the Brand's payment terms and actual payment, as disclosed under clause 5.3, and that Sport Endorse is not liable for the Brand's failure or delay to pay, subject to clause 5.8 (enforcement).

5.5 Taxes. Each User is responsible for its own taxes (including income tax, corporate tax, self-employment tax, VAT/GST and withholding taxes) in every relevant jurisdiction. Where Sport Endorse is required by Applicable Law to deduct or withhold tax, it may do so and will provide customary documentation. Talent acknowledge that they transact as independent contractors.

5.6 Currency and Charges. Fees and Commissions are payable in the currency specified on the Service or the invoice. Users are responsible for their own bank, card and foreign-exchange charges. Chargebacks made without merit may result in the charged-back amount (plus Sport Endorse's reasonable costs) being set off against amounts payable to the User or invoiced directly.

5.7 Late Payment. Amounts overdue beyond the invoice payment terms accrue interest at four percent (4%) per annum above the European Central Bank main refinancing rate, together with reasonable collection costs (including, for business-to-business debts in Ireland, compensation and charges payable under Statutory Instrument No. 580/2012 and, in the UK, the Late Payment of Commercial Debts (Interest) Act 1998). Sport Endorse may suspend access to the Service and to new Opportunities pending payment.

5.8 Brand Payment Obligation and Enforcement. The Brand's obligation to pay Sport Endorse's invoice in respect of a completed Sponsorship Contract is unconditional and is not affected by any dispute between the Brand and the Talent (which shall be resolved separately under clause 15 without suspending payment). Where the Brand fails to pay an undisputed invoice by its due date, Sport Endorse shall (without limitation): (a) pursue collection and recovery (including interest and costs under clause 5.7); (b) suspend or terminate the Brand's account; (c) report the default to credit reference agencies where legally permissible; and (d) at the Talent's written request, assign to the Talent Sport Endorse's rights to the unpaid Deal Payment portion (net of Commission, which remains due to Sport Endorse) so that the Talent may sue the Brand directly. Sport Endorse shall keep the Talent reasonably informed of collection progress.

6. Cancellation, Kill Fees and Non-Performance

6.1 Principle. Once a Sponsorship Contract is formed, both parties are bound to perform. This clause 6 allocates the cost of cancellation or non-performance. The parties agree that the amounts specified are genuine pre-estimates of loss, reasonable in the circumstances, and are payable as liquidated damages and not as a penalty. They are without prejudice to any other rights and remedies the parties may have, including damages for losses exceeding the stated amounts.

6.2 Brand Cancellation - Kill Fee. Where a Brand cancels a Confirmed Opportunity (whether expressly, or by failing to take necessary steps such as delivering Gift-in-Kind or materials, failing to approve Deliverables, or failing to pay Sport Endorse's invoice in respect of the Deal Payment within a reasonable period of written notice), the following Kill Fees are payable to the Talent:

Plus the Brand shall pay: (a) any pre-agreed out-of-pocket expenses under clause 4.4; and (b) Commission remains payable to Sport Endorse on the Kill Fee (no Commission is payable on the Gift-in-Kind retained by the Talent). All such amounts shall be invoiced by Sport Endorse to the Brand under clause 5.3 and settled to the Talent under clause 5.4.

6.3 Brand Cancellation - No Use of Content. Where a Brand cancels after Deliverables have been created and elects not to use them, the Talent shall retain (i) all Intellectual Property Rights and usage rights in those Deliverables; (ii) the Kill Fee under clause 6.2; (iii) any Gift-in-Kind received; and (iv) the right to showcase the Deliverables on the Talent's own channels, provided the Talent does not disparage the Brand and does not represent a continuing commercial relationship.

6.4 Talent Cancellation or Non-Performance. Where a Talent cancels a Confirmed Opportunity, or fails to deliver Deliverables by the deadline and does not cure within fourteen (14) days of written notice: (a) any Gift-in-Kind received must be returned, undamaged and in saleable condition, at the Talent's cost, within fourteen (14) days; if return is impossible or the item has been used, the Talent shall pay the declared retail value; (b) any advance Deal Payment received by the Talent shall be refunded; (c) the Talent shall pay liquidated damages equal to twenty-five percent (25%) of the Deal Payment (or, where there is no cash Deal Payment, twenty-five percent (25%) of the declared retail value of the Gift-in-Kind) in compensation for the Brand's opportunity cost and the cost of re-sourcing Talent; (d) Sport Endorse shall invoice the defaulting Talent (or set off the amount against sums otherwise payable to the Talent through the Service in respect of other deals) and shall remit recovered amounts to the Brand net of Commission; and (e) repeated Talent default may result in suspension or termination under clause 14.

6.5 Force Majeure, Injury, Illness or Professional Change. Where performance is genuinely prevented by Force Majeure (clause 17.3), verified injury or illness, or a material change in the Talent's professional circumstances (e.g. transfer, retirement, deselection or team medical restriction), the parties shall in good faith seek to reschedule or mutually release the Sponsorship Contract. Kill Fees and liquidated damages shall not apply in such circumstances, save that: (i) Gift-in-Kind shall be returned where reasonably possible, or its declared value refunded; (ii) the Brand shall reimburse verified out-of-pocket Talent expenses; and (iii) any advance Deal Payment for work not performed shall be returned.

6.6 Role of Sport Endorse. Sport Endorse is not itself liable for Kill Fees or liquidated damages as principal. However, Sport Endorse will invoice, collect, enforce and settle amounts due under this clause 6 in accordance with clauses 5.3, 5.4 and 5.8, and may pause invoicing or settlement pending resolution of a bona fide dispute under clause 15.

7. Anti-Circumvention

7.1 Covenant. Each User covenants that, during the Tail Period, any sponsorship, endorsement, appearance, ambassadorship, content, image-rights, licensing, Gift-in-Kind or similar arrangement (a “Downstream Deal”) entered into with another User who was introduced, accessed or communicated with through the Service — whether on or off the Service, whether directly or indirectly, whether through an intermediary, agent, related party, corporate affiliate, family member, or a third-party platform — shall be: (a) either routed through, and documented on, the Service; or (b) promptly disclosed in writing to Sport Endorse in sufficient detail for Commission to be calculated; and (c) subject to payment of Commission at the rate applicable under the relevant Subscription Plan, calculated on the Deal Payment component of the Downstream Deal.

7.2 Liquidated Damages. In the event of a breach of clause 7.1, the breaching User shall pay Sport Endorse, as agreed liquidated damages and not as a penalty, an amount equal to two hundred percent (200%) of the Commission that would have been payable of the Commission that would have been payable on the Deal Payment component of the Downstream Deal (or, where the Downstream Deal is wholly or substantially in Gift-in-Kind, a minimum sum equal to €2,500 per undisclosed Downstream Deal), together with Sport Endorse's reasonable costs of investigation and enforcement (including legal fees and external advisor costs). The parties acknowledge that the harm arising from circumvention is inherently difficult to quantify and that this amount is a reasonable pre-estimate.

7.3 Audit Rights. Users shall, on at least ten (10) Business Days' written notice and not more than twice in any calendar year, permit Sport Endorse (or its independent auditors, bound by confidentiality) to inspect records, books, accounts, invoices and relevant communications concerning potential Downstream Deals during the Tail Period and for twenty-four (24) months thereafter. The costs of an audit shall be borne by Sport Endorse unless it identifies under-reporting of five percent (5%) or more of the Commission properly due in the audited period, in which case the audited User shall bear Sport Endorse's reasonable costs.

7.4 Certification on Request. On reasonable written request, a User shall provide a signed certification, accurate to its knowledge after due enquiry, listing any Downstream Deals concluded during the Tail Period and the consideration paid or received.

7.5 No Double Counting. Commission under clause 7 does not apply where it has already been properly accounted for and paid through the Service.

7.6 Reasonableness. The parties acknowledge that this clause 7 is a reasonable and necessary protection of Sport Endorse's legitimate business interests, and that the duration and scope are commensurate with the value that the Service provides in sourcing and enabling the relationship. If a court of competent jurisdiction determines that any element of this clause 7 is unreasonable, the clause shall be read down to the minimum extent necessary to be enforceable.

8. Intellectual Property, Content Licences and Image Rights

8.1 Sport Endorse IP. The Service and all Sport Endorse content, software, trade marks, logos, designs and other Intellectual Property Rights are owned by Sport Endorse and its licensors. Users are granted a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to access and use the Service for its intended purpose only.

8.2 User Content. Users retain ownership of Content they create or provide and grant Sport Endorse a worldwide, royalty-free, non-exclusive, sub-licensable and transferable licence to host, store, display, reproduce, translate, format and otherwise use such Content as necessary to provide, improve and promote the Service, for as long as such use is reasonably required (subject to account closure rights under clause 8.5).

8.3 Talent Deliverables - Brand Usage Rights. Subject to (i) payment in full of the Deal Payment and Commission (or any applicable Kill Fee in lieu), and (ii) delivery in full of any Gift-in-Kind to the Talent, the Talent grants the Brand the specific usage rights to the Deliverables set out in the Sponsorship Contract (scope, territory, channels and duration). Absent express agreement, the licence is non-exclusive, non-transferable, limited to twelve (12) months from delivery, confined to the Brand's owned and operated channels and to the territory specified in the Opportunity, and restricted to the campaign for which the Deliverables were created. Use in paid media, derivative products, out-of-home advertising, or any extension or renewal, requires a separate written agreement (subject to Commission).

8.4 Unpaid Deliverables. Where the Brand has not paid in full (or any applicable Kill Fee), no licence to use the Deliverables is granted and any use constitutes copyright infringement and a material breach.

8.5 Image Rights for Platform Promotion. Each Talent grants Sport Endorse a worldwide, non-exclusive, royalty-free right to use the Talent's name, image, likeness, biographical details and profile Content for the purpose of operating and promoting the Service and illustrating available Talent to prospective Brands. Such use shall cease within a reasonable time (and no later than ninety (90) days) following the closure of the Talent's account, save in relation to legitimate archival and case-study materials.

8.6 Moral Rights. To the extent permitted by Applicable Law, each User waives moral rights in User Content to the minimum extent necessary to give effect to clauses 8.2, 8.3 and 8.5. Where waiver is not permitted (including under the laws of certain EU Member States and South Africa), the User consents to the use described to the maximum extent permitted.

8.7 Infringement Notices. Copyright, trade mark and other IP infringement notices should be sent to platform.legal@sportendorse.com, including the information required under the EU Digital Services Act and (for U.S. material) the Digital Millennium Copyright Act. Sport Endorse will investigate and, where appropriate, take down Content and suspend repeat infringers.

8.8 Success Stories. Each User grants Sport Endorse a non-exclusive, worldwide, royalty-free and (once approved under this clause 8.8) perpetual licence to produce and publish case studies, testimonials, press releases, social media posts, sales and investor materials, conference content and other marketing or business-development materials (each a “Success Story”) featuring a completed Sponsorship Contract, including the Brand's name, logo and products, the Talent's name, image and likeness, selected Deliverables, non-confidential campaign metrics, and a narrative description of the engagement, in any format and media now known or later developed. Sport Endorse shall: (a) submit each draft Success Story to the relevant Brand and the relevant Talent for review before first publication; (b) consider in good faith reasonable amendments proposed by either party (including redaction or anonymisation of commercially sensitive financial terms at a party's written request); (c) not publish the Success Story until written approval has been received from both the Brand and the Talent, save that if a party does not respond with either approval or substantive change requests within ten (10) Business Days of a written request for approval, that party's approval shall be deemed given; and (d) not make material edits to an approved Success Story that change its meaning or positioning without re-submitting the amended version for approval under (a)-(c). The right to continue using an approved (or deemed-approved) Success Story survives termination of this Agreement, subject to any non-waivable image or data-protection rights under Applicable Law.

9. Acceptable Use and Prohibited Activities

9.1 Users shall not: (i) use any robot, spider, scraper or other automated means to access the Service; (ii) attempt to circumvent the Service or any Commission (clause 7); (iii) use the Service to advertise a competing platform, product or service; (iv) harvest personal data or contact information; (v) transmit malicious code or interfere with Service security or integrity; (vi) post or transmit Content that is unlawful, deceptive, misleading, harassing, defamatory, obscene, discriminatory or infringing; (vii) impersonate any person or misrepresent affiliation or credentials; or (viii) use the Service to promote products or services unlawful in the User's or counterparty's jurisdiction.

9.2 Communications Monitoring. To prevent circumvention and to maintain security and compliance, Sport Endorse may (but is not obliged to) monitor and filter in-Platform messages, including automated filtering of personal contact details, off-Platform payment solicitations and attempts to transact outside the Service.

10. Regulatory Compliance: Advertising, Disclosure and NIL

10.1 Compliance. Each User shall comply with all Applicable Law and applicable codes governing advertising, endorsements, influencer marketing and sponsorship in every jurisdiction in which Content is made available, including: the UK CAP Code and CMA guidance; the U.S. FTC Endorsement Guides; the Advertising Standards Authority of Ireland rules; the ASA South Africa code; the EU Unfair Commercial Practices Directive and Digital Services Act; and applicable rules of sports governing bodies, teams, leagues, federations and schools.

10.2 Disclosure. The Talent and the Brand shall ensure that every item of sponsored Content carries a clear, prominent and unambiguous disclosure (e.g. #Ad, #Sponsored, “Paid Partnership with [Brand]”) that complies with the rules referenced in clause 10.1 in every territory in which the Content is accessible. Failure to make required disclosures is a material breach.

10.3 NIL (U.S. Collegiate). Where a Talent is a U.S. college athlete, the parties shall comply with the NCAA, conference, school and state NIL rules applicable to the Talent, including any pre-approval, pre-clearance or reporting requirements. The Talent warrants that entry into the Sponsorship Contract does not jeopardise the Talent's amateur or eligibility status.

10.4 Restricted Categories. Opportunities involving alcohol, betting, gambling, tobacco, e-cigarettes, cannabis, prescription medicines, weapons, supplements, high-risk financial products, or other categories flagged on the Service, require the Talent's specific prior written consent and are subject to territory-specific restrictions under Applicable Law, which the Brand warrants it has verified.

10.5 Anti-Bribery. Each User shall comply with applicable anti-bribery and anti-corruption laws, including the Irish Criminal Justice (Corruption Offences) Act 2018, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, and South Africa's Prevention and Combating of Corrupt Activities Act.

11. Data Protection

11.1 Sport Endorse processes personal data in accordance with the GDPR (Regulation (EU) 2016/679), the UK GDPR and Data Protection Act 2018, the Irish Data Protection Acts 1988-2018, POPIA (South Africa, Act 4 of 2013), the California Consumer Privacy Act/California Privacy Rights Act, and other Applicable Law.

11.2 Privacy Policy. The categories of personal data processed and the lawful bases for processing are described in the Privacy Policy.

11.3 Brand Controller Responsibilities. Where a Brand acts as an independent controller of personal data received through the Service (including for its own direct-marketing activities), the Brand is solely responsible for its own compliance, including its own privacy notices, lawful bases and audience consents, and shall enter into such data processing, joint controller or data sharing arrangements with Sport Endorse as Sport Endorse reasonably requires.

11.4 International Transfers. Personal data may be transferred outside the EEA and the UK. Where this occurs, Sport Endorse will rely on appropriate safeguards (including the EU Standard Contractual Clauses, the UK International Data Transfer Addendum, or binding corporate rules or adequacy decisions where applicable).

12. Representations, Warranties and Indemnities

12.1 Mutual Representations. Each User represents and warrants that: (i) it has authority to enter into this Agreement; (ii) its use of the Service will not violate any other agreement to which it is subject; (iii) the information it provides is accurate and complete; and (iv) it will comply with Applicable Law.

12.2 Brand / Agency Indemnity. Each Brand and Agency shall indemnify and hold harmless Sport Endorse, its affiliates and their directors, officers, employees and agents from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Brand's or Agency's breach of these Terms or any Sponsorship Contract; (b) any claim by a Talent relating to unpaid amounts, Kill Fees or misuse of Deliverables; (c) the Brand's products, services or marketing (including product safety, misleading advertising or infringement claims); (d) any breach of data protection law by the Brand; and (e) any breach of sanctions or anti-bribery law by the Brand.

12.3 Talent Indemnity. Each Talent shall indemnify and hold harmless Sport Endorse, its affiliates and their directors, officers, employees and agents from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Talent's breach of these Terms or any Sponsorship Contract; (b) Content posted by the Talent that infringes third-party rights or violates Applicable Law; and (c) any breach by the Talent of sports governing body, team, league, school, or NIL rules.

12.4 Warranty Disclaimer. To the maximum extent permitted by Applicable Law, the Service is provided on an “as is” and “as available” basis. Sport Endorse disclaims all implied warranties, including merchantability, fitness for a particular purpose, accuracy and non-infringement, save to the extent these cannot be excluded under Applicable Law (including the Irish Sale of Goods and Supply of Services Act 1980, the UK Consumer Rights Act 2015 and the South African Consumer Protection Act as applicable to consumer Users).

12.5 Insurance. The Brand warrants that it maintains product liability and, where venues are used, public liability insurance on commercially reasonable terms. Talent performing physical activities, appearances or stunts under a Sponsorship Contract warrant that they maintain appropriate personal accident cover (or that the Brand has agreed to provide equivalent cover).

13. Limitation of Liability

13.1 Exclusions. Nothing in these Terms excludes or limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability that cannot be excluded or limited under Applicable Law; or (iv) a User's payment obligations under clauses 5, 6 and 7.

13.2 Exclusion of Certain Losses. Subject to clause 13.1, neither party shall be liable to the other for: loss of profits; loss of revenue; loss of goodwill or reputation; loss of business opportunity; or any indirect, consequential, special or punitive damages.

13.3 Cap. Subject to clauses 13.1 and 13.2, Sport Endorse's aggregate liability to any User in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) €5,000, or (b) the total fees and Commissions actually received and retained by Sport Endorse from that User during the twelve (12) months preceding the event giving rise to liability.

13.4 Disputes Between Users. Sport Endorse is not a party to Sponsorship Contracts and, save for its facilitation role under clauses 5, 6 and 15, has no liability for the acts or omissions of Users. Each User releases Sport Endorse from claims arising out of disputes with other Users, to the maximum extent permitted by Applicable Law.

14. Term and Termination

14.1 Term. This Agreement commences on registration and continues until terminated in accordance with its terms.

14.2 Termination for Convenience by User. A User may terminate by closing its account, subject to (a) completing any open Sponsorship Contracts; (b) clauses 6 and 7; and (c) any minimum Subscription term.

14.3 Termination for Cause by Sport Endorse. Sport Endorse may, acting reasonably, suspend or terminate a User's account on notice where the User: (i) materially breaches these Terms (including clauses 7, 9 and 10) and, if capable of cure, fails to cure within fourteen (14) days of written notice; (ii) becomes insolvent or enters any similar process; (iii) is placed on a sanctions list; or (iv) poses a brand-safety, legal or reputational risk to Sport Endorse or its Users, including in light of credible allegations of serious misconduct.

14.4 Consequences of Termination. Termination does not relieve Users of accrued obligations (including payment of Commission, Kill Fees, liquidated damages, and completion of Confirmed Opportunities), and shall not affect the Tail Period. Clauses 5 (in respect of accrued sums), 6, 7, 8, 11, 12, 13, 14.4, 15, 16 and 17 survive termination.

15. Dispute Resolution

15.1 Good-Faith Negotiation. The parties shall first seek to resolve any dispute through good-faith discussions, escalated to senior management, for a period of at least twenty (20) Business Days from written notice of the dispute.

15.2 Mediation. Failing resolution, the dispute shall be referred to mediation under the Mediation Rules of the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator experienced in commercial, sports and digital media disputes. The seat of mediation shall be Dublin, Ireland; the language shall be English; each party shall bear its own costs; mediator fees shall be shared equally.

15.3 Arbitration. Failing mediation, any dispute shall be finally resolved by binding arbitration under the Rules of Arbitration Ireland (or, where the amount in dispute exceeds €250,000 or a party reasonably requests it, the Rules of the London Court of International Arbitration). The seat shall be Dublin, Ireland. The language shall be English. A sole arbitrator shall be appointed, save that three arbitrators shall be appointed where the amount in dispute exceeds €500,000. The award shall be final and binding, and enforceable in any court of competent jurisdiction under the New York Convention.

15.4 Court Carve-Outs. Notwithstanding the above, either party may apply to a court of competent jurisdiction for: (i) injunctive or equitable relief (including to restrain circumvention, breach of confidence or IP infringement); (ii) enforcement of an arbitral award; or (iii) proceedings to recover undisputed liquidated amounts.

15.5 Consumer Users. Where a User is a consumer and Applicable Law (including EU, UK and South African consumer law) requires that the User be able to bring or defend proceedings in their home courts and under their home law in respect of mandatory consumer protections, nothing in this clause 15 overrides those rights.

15.6 Class Action Waiver. To the extent permitted by Applicable Law, Users agree to bring claims in their individual capacity only, and not as a plaintiff or class member in any purported class, collective or representative action.

15.7 Limitation Period. To the extent permitted by Applicable Law, any claim arising out of or relating to this Agreement must be brought within one (1) year of the date on which the claimant first became (or, acting reasonably, ought to have become) aware of the facts giving rise to the claim.

16. Governing Law and Jurisdiction

16.1 Governing Law. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of Ireland, without regard to conflict-of-laws rules.

16.2 Jurisdiction. Subject to clause 15 (arbitration) and to mandatory consumer rights, the parties submit to the non-exclusive jurisdiction of the courts of Ireland. Sport Endorse may alternatively bring proceedings against a User in the User's home jurisdiction (including any court of competent jurisdiction in the United Kingdom, any U.S. state, any EU Member State, or South Africa) for the enforcement of these Terms, any arbitral award or any injunctive relief.

16.3 Jurisdictional Acknowledgements. Users acknowledge that these Terms are intended to be enforceable in, and compliant with, the laws of Ireland, the United Kingdom, the European Union, the United States and South Africa. Schedule 2 sets out specific jurisdictional acknowledgements which, where applicable, form part of these Terms.

17. General

17.1 Assignment. A User may not assign or transfer this Agreement without Sport Endorse's prior written consent. Sport Endorse may assign to an affiliate, group company or an acquirer of all or substantially all of its business.

17.2 Entire Agreement. These Terms (together with the schedules, the User's Subscription Plan, the Privacy Policy and any written Sponsorship Contract) constitute the entire agreement between the parties and supersede all prior understandings. No party has relied on any statement not set out in the Terms.

17.3 Force Majeure. Neither party shall be liable for any delay in, or failure of, performance caused by events beyond its reasonable control (including war, terrorism, civil unrest, acts of government, pandemic or epidemic, utility or internet failure, cyberattack, industrial action, or fire or flood). The affected party shall give prompt notice and use reasonable efforts to mitigate. If a Force Majeure event continues for more than sixty (60) days, either party may terminate affected Sponsorship Contracts on written notice.

17.4 Severability. If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms shall remain in full force and effect, and wherever possible the invalid provision shall be read down rather than struck out, to the minimum extent necessary to give the maximum permissible effect to the parties' intention.

17.5 No Waiver. A failure or delay by a party to exercise any right is not a waiver of that right or of any other right.

17.6 Third-Party Rights. Save as expressly provided (including indemnified persons under clauses 12.2 and 12.3, who may enforce the indemnities in their favour), no third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 (UK), the Contracts (Rights of Third Parties) Act 2017 or any equivalent legislation.

17.7 Notices. Notices to Sport Endorse must be sent to platform.legal@sportendorse.com. Notices to Users may be delivered to the email address on the User's account and shall be deemed received on the Business Day after transmission.

17.8 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English text prevails.

17.9 Electronic Signature. The parties agree that electronic acceptance and signature of these Terms and of any Sponsorship Contract is valid and binding, as contemplated by the Irish Electronic Commerce Act 2000, the EU eIDAS Regulation (910/2014), the UK Electronic Communications Act 2000, the U.S. ESIGN Act and Uniform Electronic Transactions Act, and the South African Electronic Communications and Transactions Act 2002.

17.10 Relationship. Nothing in these Terms creates a partnership, employment, agency or joint-venture relationship between any User and Sport Endorse or between Users.

17.11 Third-Party APIs and Hosting. The Service integrates with third-party APIs (including Stripe, Meta/Facebook, Instagram, TikTok, YouTube, X/Twitter) and hosting services (including Amazon Web Services). Use of third-party services is subject to the providers' own terms.

17.12 Contact. For queries or to report a breach of these Terms, contact platform.hello@sportendorse.com (general) or platform.legal@sportendorse.com (legal).

PART B — ADDITIONAL TERMS FOR BRANDS AND AGENCIES

B1 Subscription Plans. Brands and Agencies select a Subscription Plan and pay Subscription Fees in advance for the applicable term. Subscription Plans renew automatically at the end of each term at the then-current rates unless cancelled. Cancellation may be made at any time by written notice to subscriptions@sportendorse.com: (a) access to the Service continues until the end of the then-current paid term; (b) no refund of Subscription Fees is payable in respect of the then-current term; and (c) no further renewal will occur. Subscription Fees are non-refundable during the then-current term, save as expressly required by Applicable Law (including, for any non-business consumer User, non-waivable statutory consumer rights).

B2 Accurate Posting. Brands must not post Opportunities they are not willing and able to perform. Repeated cancellation of Confirmed Opportunities (or posting of misleading Opportunities) may result in suspension and, at Sport Endorse's reasonable discretion, a requirement to pay in advance (rather than on extended payment terms) before posting further Opportunities.

B3 Content Use Strictly Within Agreed Rights. Brands may only use Deliverables within the scope of the licence agreed under clause 8.3. Any use beyond scope, after non-payment, or after termination is a material breach and copyright infringement and will entitle the Talent and Sport Endorse to all remedies available at law.

B4 Agency Role. Agencies must clearly identify the Talent they represent and the scope of their authority. An Agency is jointly and severally liable with the Talent it represents for obligations under this Agreement to the extent it transacts on the Talent's behalf, including in respect of the anti-circumvention covenants in clause 7.

B5 Product and Safety Responsibility. Each Brand represents and warrants that any product or service which is the subject of an Opportunity, and any Gift-in-Kind, complies with Applicable Law, including product safety, consumer protection, advertising disclosure and age-restricted category rules.

B6 Venues and Live Engagements. Brands are responsible for the safety, security and fitness-for-purpose of any venue at which a Talent is required to appear, and shall maintain appropriate public liability and (where relevant) employer's liability insurance.

B7 Payment Methods. Subscription Fees are paid up front at the time of subscription or renewal, by credit card or other method accepted by Sport Endorse (via Stripe or an equivalent licensed provider). Deal Payments, Commissions, Kill Fees and liquidated damages are invoiced by Sport Endorse under clause 5.3 and payable on the payment terms stated on the invoice (immediate, 30, 60 or, by prior agreement, 90 days). Brands that fail to pay may be suspended under clause 5.7 and pursued for collection under clause 5.8.

B8 Age Restrictions. No Brand may post an Opportunity knowingly targeted at, or requiring performance by, a Talent under the age of sixteen (16). Opportunities requiring performance by Talent aged 16-17 (or minors under local law) are only permitted with demonstrable parental or guardian consent and shall comply with applicable child-protection and working-with-children laws.

B9 Success Stories. The Brand acknowledges and consents to Sport Endorse's Success Story rights under clause 8.8. The Brand shall review draft Success Stories in good faith and respond (with approval or substantive change requests) within the period set out in clause 8.8.

PART C — ADDITIONAL TERMS FOR TALENT

C1 Independent Contractor. The Talent engages with Brands as an independent contractor. No employment, agency, partnership or joint-venture relationship is created between the Talent and Sport Endorse or between the Talent and a Brand by virtue of using the Service.

C2 Eligibility Warranties. The Talent warrants that: (i) the performance of any Sponsorship Contract will not breach any contract to which the Talent is subject (team, league, federation, school, existing endorsement, exclusivity); (ii) the Talent has obtained all necessary approvals from any team, league, federation or school, including NIL approvals for U.S. college athletes, where required; and (iii) the Talent is duly authorised to grant the image, likeness and content rights contemplated in these Terms.

C3 Performance Obligations. The Talent shall: (i) deliver Deliverables by the deadlines and to the specifications set out in the Sponsorship Contract; (ii) ensure all posted Content is genuine, accurate and not misleading, and carries all required disclosures; (iii) not remove or take down sponsored Content before the end of the agreed posting period; and (iv) cooperate in good faith with reasonable Brand change requests that fall within the agreed scope of clause 4.3.

C4 Gift-in-Kind Commitment. The Talent acknowledges that acceptance of Gift-in-Kind commits the Talent to the Deliverables in the Sponsorship Contract, and that non-performance triggers the return and liquidated damages remedies in clause 6.4.

C5 Brand Safety and Morality. During the term of any Sponsorship Contract, and for ninety (90) days thereafter, the Talent shall not engage in conduct that is materially likely to bring the Brand or Sport Endorse into serious disrepute or which would reasonably be expected to cause significant reputational harm to the Brand. Breach may result in forfeiture of unpaid Deal Payment, a claim for damages, and account suspension.

C6 Disclosure Compliance. The Talent shall comply with all advertising-disclosure rules in every jurisdiction where the Content is accessible, as set out in clause 10.

C7 Exclusivity. Exclusivity, if any, shall be as specifically set out in the Sponsorship Contract. Absent express agreement, no category exclusivity applies, but the Talent shall not include conflicting brand content within the same Deliverables.

C8 Promotional Image Rights. The Talent acknowledges and consents to Sport Endorse's limited use of name, image, likeness and profile Content to promote the Service, as set out in clause 8.5.

C9 Tax. The Talent is solely responsible for its own tax, social security, VAT/GST and any other filings in every relevant jurisdiction, and shall provide Sport Endorse with any tax-residence documentation reasonably requested for withholding or reporting purposes.

C10 Minors. Where the Talent is a minor under the laws of the Talent's home jurisdiction, a parent or legal guardian must co-sign the account and each Sponsorship Contract and shall be jointly and severally liable for the Talent's obligations. Sport Endorse may require verification of parental or guardian identity.

C11 Anti-Circumvention Acknowledgement. The Talent acknowledges that clause 7 applies to the Talent and that engaging with a Brand introduced through the Service on an off-Platform basis during the Tail Period constitutes a breach of these Terms.

C12 Success Stories. The Talent acknowledges and consents to Sport Endorse's Success Story rights under clause 8.8. The Talent shall review draft Success Stories in good faith and respond (with approval or substantive change requests) within the period set out in clause 8.8.

SCHEDULE 1 — CANCELLATION AND KILL-FEE MATRIX (Reference)

This Schedule 1 is a summary of clauses 6.2 and 6.4. In the event of any inconsistency, the body of the Terms prevails.

Brand Cancellation - Payable to Talent

Talent Cancellation or Non-Performance - Payable to Brand

• Return of all Gift-in-Kind within 14 days (undamaged, saleable), or payment of declared retail value.
• Refund of any advance Deal Payment.
• Liquidated damages: 25% of Deal Payment (or, if none, 25% of declared retail value of Gift-in-Kind).
• Sport Endorse may invoice the defaulting Talent, or set off amounts against sums otherwise payable to the Talent on other deals (clause 6.4(d)).
• Repeated default may lead to suspension or termination.