Terms & Conditions

Version 3.0 · Effective July 27 2026 · Supersedes the April 2026 Terms

These terms and conditions of use (together with all Schedules and, where applicable, the User's selected Subscription Plan, Order Form, Statement of Work or Institutional Agreement), 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").

Structure of these Terms. Part A applies to all Users. Parts B to I apply additionally to particular categories of User or particular products, as follows: Part B (Brands and Agencies), Part C (Talent), Part D (Agent Partner Programme), Part E (Sport Endorse Academy), Part F (University and Institutional Partners), Part G (Schools Programme and Minors), Part H (Managed Campaigns and Additional Services), Part I (Websites, Apps and Online Content). Where a Part conflicts with Part A, the Part prevails for the product or User category it governs. Where an Order Form, Statement of Work or Institutional Agreement signed by Sport Endorse conflicts with these Terms, that document prevails.

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 rights are preserved. 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, the United States 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. If you are a business user of an online intermediation service established or resident in the European Union, nothing in these Terms is intended to derogate from Regulation (EU) 2019/1150 (the "P2B Regulation"), and clause 12 sets out the specific disclosures required by it.

Not all products are available in all territories. Certain products, surfaces and pages of the Service are made available only in specified territories (for example, the university and NIL surfaces are directed at the United States, and the Schools Programme is directed at South Africa). Availability is described in clause 2.6.

PART A — GENERAL TERMS

1. Definitions and Interpretation

1.1 In these Terms, the following capitalised terms have the meanings set out below:

"Academy" — Sport Endorse Academy, the athlete and student education product described in Part E, including its curriculum, lessons, assessments, materials and hosting environment.

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

"Agent Partner" — an Agency that has subscribed to the Agent Partner Programme described in Part D.

"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 state NIL statutes and the rules of the College Sports Commission), European Union law (including the GDPR, the Digital Services Act, the P2B Regulation and DAC7), South African law (including POPIA, the Consumer Protection Act, the Children's Act and exchange control regulations), 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 5.4, calculated on the Deal Payment at the band rate applicable to that Deal Payment, and deducted from the Deal Payment before settlement to the Talent. 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.

"Institutional Partner" — a university, college, athletic department, conference, school, federation, club or other institution that contracts with Sport Endorse under Part F or Part G.

"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.

"Managed Campaign" — a campaign or activation delivered by Sport Endorse on a managed or full-service basis under Part H and a Statement of Work.

"Off-Platform Deal" — a Sponsorship Contract or Downstream Deal between Users introduced through the Service that is concluded, documented or settled otherwise than through the Service.

"Once-Off Campaign" — the single-campaign access product described in clause 5.3, purchased for a one-off fee in place of a Subscription Plan.

"Opportunity" — a sponsorship, endorsement, partnership, ambassadorship, appearance, content or similar commercial opportunity posted by a Brand or Agency on the Service.

"Platform" or "Service" — Sport Endorse's websites (including localised language versions), mobile and desktop applications, APIs, the Academy, the Help Centre and all related services, products and content described in clause 2.

"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).

"Statement of Work" or "SOW" — a written scope of work for a Managed Campaign or Additional Services agreed under Part H.

"Subscription Fees" — the fees payable for a Subscription Plan.

"Subscription Plan" — the subscription plan under which a Brand, Agency or other User accesses the Service, as published by Sport Endorse from time to time or as set out in an Order Form, including its region, term, seat entitlements, roster or market coverage and applicable Commission rate.

"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, student-athlete, sports personality, presenter, brand ambassador, content creator, sports influencer or similar person using the Service to engage with Brands.

"Trial" — a time-limited paid trial of a Subscription Plan made available under clause 5.3.

"User" — any person who accesses, registers for, or uses the Service, including Brands, Agencies, Talent, Institutional Partners and Academy learners (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. "Including" means "including without limitation". Where a rate, fee, threshold or product specification is stated in these Terms and also on the Service, the version published on the Service (or in the User's Order Form) at the time of the relevant transaction prevails.

2. The Service, the Products and the Role of Sport Endorse

2.1 Nature of the Service. The Service is a technology-enabled marketplace and a set of related products that enable Brands, Agencies and Institutional Partners to identify, communicate with, educate and transact with Talent for sponsorship, endorsement, education and commercial partnership purposes. Sport Endorse is a technology and services provider. It is not a talent agency, a manager, an employment agency, an escrow agent, a payment institution or a regulated financial services provider, and the provision of the Service does not constitute the offer, provision or brokerage of regulated financial, employment or agency services.

2.2 The Products. The Service comprises the following products. Not every product is offered to every User, and each may be varied, withdrawn or added to under clause 2.7:

(a) Marketplace. Discovery, matching, messaging, contracting, invoicing and settlement between Brands (or Agencies) and Talent, accessed under a Subscription Plan, a Once-Off Campaign or an Order Form. Governed by Parts A, B and C.

(b) Agent Partner Programme. Roster-tiered access for Agencies representing Talent, including commission share-back. Governed by Part D.

(c) Sport Endorse Academy. A digital education curriculum for athletes and students covering personal brand, commercial literacy, disclosure and compliance, contracts, pricing, money and tax, with optional live and on-campus sessions. Governed by Part E.

(d) University and Institutional Partnerships. Institutional products for U.S. universities, colleges and athletic departments, comprising the Academy (sold per seat or per cohort), the Platform Partnership tier (access, visibility and support, sold at a flat annual fee), and Sport Endorse Global (support for international student-athletes commercialising outside the United States). Governed by Part F.

(e) Schools Programme. A safeguarding-led schools partnership offered in South Africa, contracted with the school and the learner's parent or guardian, not with the learner. Governed by Part G.

(f) Managed Campaigns and Additional Services. Full-service campaign management and related services, which may include creative and production services, photography and videography, public relations, events and competitions, and media planning and buying. Governed by Part H.

(g) Websites, Apps and Content. The Sport Endorse websites (including localised language versions), the Help Centre, the blog, podcast and other published content, and the iOS and Android applications. Governed by Part I.

2.3 Not a Party to Sponsorship Contracts. Save where it expressly agrees otherwise in writing (including under Part H), 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. Sport Endorse does not guarantee that any Opportunity will be filled, that any Talent will be selected, that any campaign will achieve any particular result, or that any User will earn any particular amount.

2.4 Payment Facilitation. Notwithstanding clause 2.3, Sport Endorse operates invoicing, collection and settlement mechanisms in respect of Deal Payments, Commissions, Kill Fees, Subscription Fees, service 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). Card and payment processing is performed by a licensed third-party payment provider (currently Stripe, including Stripe Connect), subject to that provider's own terms.

2.5 Automated Features and AI-Assisted Tools. The Service uses automated processing, including search, matching, recommendation and ranking functions and, in some surfaces, AI-assisted drafting, translation, summarisation or content-suggestion tools. Where Content is generated or materially assisted by such tools, this is indicated on the relevant surface or shall be disclosed on request. Automated outputs are aids, not advice or decisions: they may be incomplete or inaccurate; Users remain solely responsible for reviewing and verifying any output before relying on it or publishing it; and no automated output constitutes legal, tax, regulatory, eligibility or compliance advice. Users must not represent an automated output as human-created where Applicable Law requires disclosure. Clause 12.1 describes the main parameters determining ranking.

2.6 Territorial Availability and Geo-Targeting. Certain surfaces, products, prices and pages are directed at, and made available only to, Users in specified territories. In particular: (i) the university and NIL surfaces are directed at the United States; (ii) the Schools Programme surfaces are directed at South Africa; (iii) Subscription Plan pricing is set by region and by the market of the Talent roster to which access is granted; and (iv) localised language versions of the website are provided for convenience. Geo-targeting is applied on a best-efforts basis using signals such as locale, timezone, network information and any region the User selects. It is not a warranty of eligibility, and a User must not access a territory-restricted product for which it is not eligible, including by misrepresenting its location or using a proxy or VPN to do so. Access to a product does not create an entitlement to it where the User is not eligible under Applicable Law or under these Terms.

2.7 Changes to the Service. We may modify, suspend, limit, add to or discontinue features and products 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, where reasonably applicable, a pro-rata refund of prepaid, unused Subscription Fees. Nothing in this clause permits Sport Endorse to reduce, without notice, entitlements a User has already paid for in respect of a current term.

2.8 Modification of Terms. We may update these Terms by giving at least thirty (30) days' prior notice on a durable medium (by email to the address on file and/or in-Platform), which period satisfies the minimum notice period required by Article 3 of the P2B Regulation. Continued use of the Service after the effective date constitutes acceptance. A business user may terminate before the expiry of the notice period, and may waive the notice period by written statement or by an unambiguous affirmative action. Shorter notice may be given where a change is required by Applicable Law or to address an unforeseen and imminent security, fraud, malware, spam, data-breach or other cybersecurity risk. Users who do not agree may terminate in accordance with clause 15.

2.9 Contracting Entity. Unless an Order Form, Statement of Work or Institutional Agreement names another company in the Sport Endorse group as the contracting entity, the contracting entity is Sport Endorse Limited (Ireland). Where a group company is named (for example, a United States subsidiary contracting with a U.S. Institutional Partner), these Terms apply to that contract as if references to Sport Endorse were references to that company, save that governing law and jurisdiction shall be as stated in the relevant Order Form or Institutional Agreement.

2.10 No Advice. Nothing on the Service — including the Help Centre, the Academy, blog and podcast content, campaign benchmarks, pricing guidance, rate estimates, compliance summaries or NIL explanations — constitutes legal, tax, financial, regulatory, immigration, eligibility, medical or safeguarding advice. It is general information only. Users must take their own professional advice.

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, restricted-category Opportunities and financial settlement features) 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. Part G contains additional and overriding provisions for the Schools Programme.

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, KYC and Payment Data. Sport Endorse may (and where required by Applicable Law shall) carry out identity, AML/KYC, sanctions, tax-residence and other verification checks, and may suspend an account or withhold settlement pending completion. Users must provide the bank, tax and identification data required for the User's jurisdiction, including any data required for payment settlement and for reporting under clause 5.13.

3.5 One Account; Accuracy of Roster. A User may not maintain multiple accounts to obtain access to a territory, roster, price or entitlement to which its Subscription Plan does not extend. Agencies must not list Talent they do not represent.

3.6 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 (for example alcohol, gambling, betting, age-restricted products, NIL compliance, team, league, school or federation category restrictions); (viii) any material safety or venue information; and (ix) the payment terms applicable to the Brand under clause 5.9. The Deal Payment stated in an Opportunity is the gross amount from which the Talent's Commission is deducted under clause 5.4, and is displayed to Talent together with the applicable rate and estimated net amount under clause 5.4.3.

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 (for example 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.

4.6 Minimum Deal Values. Sport Endorse may set and publish minimum Deal Payment thresholds for particular Subscription Plans, Trials or Once-Off Campaigns. Where a minimum applies it is stated on the relevant plan and on the Opportunity posting flow.

5. Fees, Commission, Payment Terms and Taxes

5.1 Fee Categories. Depending on the products used, a User may be charged: (a) Subscription Fees; (b) Once-Off Campaign fees; (c) Commission on Deal Payments, borne by the Talent by deduction under clause 5.4; (d) Managed Campaign and Additional Services fees under Part H; (e) Academy fees under Part E; (f) institutional fees under Part F; and (g) Kill Fees, liquidated damages, interest and recovery costs under clauses 5.11, 6 and 7. Current rates are published on the Service and, where a User has signed an Order Form, in that Order Form. Except where these Terms expressly state a rate, the rate applicable to a User is the rate in that User's Subscription Plan or Order Form.

5.2 Subscription Fees and Automatic Renewal. Brands, Agencies and other subscribing Users pay Subscription Fees in advance for the applicable term. Subscription Plans are priced by region and by the market of the Talent roster to which access is granted, and are offered on quarterly and annual terms. Subscription Plans renew automatically at the end of each term at the then-current published rates unless cancelled before the renewal date. Sport Endorse will give clear pre-contractual disclosure of the renewal mechanic, the renewal amount and the cancellation method, and will send advance renewal reminders by email before each renewal charge. Cancellation may be effected at any time through the account settings on the Service (in no more steps than were required to subscribe) or by written notice to subscriptions@sportendorse.com. On cancellation: (a) access 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, save as required by Applicable Law or clause 5.14; and (c) no further renewal occurs.

5.3 Trials and Once-Off Campaigns. Where Sport Endorse offers a Trial, the Trial is restricted as published (which may include limits on territory, number of Opportunities, number of Talent partners, minimum collaboration fee, and exclusion of Gift-in-Kind-only Opportunities), requires valid payment details at sign-up, and converts automatically into a paid Subscription Plan at the end of the Trial period unless cancelled beforehand. Sport Endorse will notify the User by email before the Trial converts and state the amount and date of the first charge and how to cancel. A Once-Off Campaign is a single-campaign access product purchased for a one-off fee, restricted as published (including as to territory, number of Opportunities, number of Talent partners and duration), and does not renew; access to the Service ends when the Once-Off Campaign period expires unless the User subscribes.

5.4 Commission on Deal Payments. Unless expressly agreed otherwise in writing by Sport Endorse, Commission is payable on the Deal Payment of every Opportunity or Sponsorship Contract between a Brand and a Talent who connected through the Service. Commission is consideration for the services Sport Endorse provides to the Talent in sourcing, enabling, documenting and settling the engagement. Commission is borne by the Talent and is deducted by Sport Endorse from the Deal Payment before settlement. It is not added to the amount payable by the Brand. Commission is charged at the rate determined by the size of the Deal Payment, as follows:

5.4.1 Application of the bands. The applicable rate is applied to the whole of the Deal Payment, and not to each band separately. The band thresholds are the figures stated in clause 5.4 and apply as the same numerical values in whichever currency the Deal Payment is denominated (so a Deal Payment of 500 falls in the first band whether it is denominated in euro, pounds sterling, U.S. dollars, South African rand or any other currency in which Sport Endorse transacts). No currency conversion is applied for the purpose of determining the band. Sport Endorse may vary its published Commission rates and thresholds on notice under clause 2.8; a change does not affect a Sponsorship Contract already formed.

5.4.2 Worked example. Where a Brand posts an Opportunity with a Deal Payment of 450: the Brand pays 450, plus payment processing costs under clause 5.11, plus any applicable VAT or sales tax; Commission of 14% (63) is deducted; and the Talent is settled 387, subject to clauses 5.10, 5.12 and 5.13.

5.4.3 Transparency to Talent. Before a Talent accepts an Opportunity, the Service will display the Deal Payment, the applicable Commission rate and the estimated net amount the Talent will receive, together with the Brand's payment terms under clause 5.9. The Talent's acceptance is given on the basis of the net figure so displayed.

5.4.4 Aggregation and anti-splitting. Where a Brand and a Talent enter into two or more Sponsorship Contracts that form part of the same campaign, or that are concluded within any rolling sixty (60) day period, Sport Endorse may treat the aggregate Deal Payments as a single Deal Payment for the purpose of determining the applicable band, and may invoice or set off any resulting adjustment. Users must not structure, split or stage an engagement with the purpose or effect of obtaining a lower Commission band. Where an Opportunity combines a cash Deal Payment with Gift-in-Kind, Commission applies to the cash Deal Payment only, and the value of the Gift-in-Kind is disregarded in determining the band.

5.5 Other Revenue. Where Sport Endorse introduces, facilitates or administers a commercial arrangement that is not a Sponsorship Contract (for example a referral, licensing, affiliate, or partner-programme arrangement), a fee of twenty percent (20%) of the consideration applies unless a different rate is agreed in writing in the relevant Order Form or Statement of Work.

5.6 Managed Campaigns and Additional Services. Fees for Managed Campaigns and Additional Services are set out in the applicable Statement of Work under Part H. They are charged in addition to, and are not credited against, Subscription Fees or Commission unless the Statement of Work expressly says so.

5.7 Academy and Institutional Fees. Academy fees are charged per seat, per cohort or per licence, and live and on-campus sessions are charged per session, in each case as set out in the applicable Order Form. Institutional fees under Part F are charged as a flat annual fee or on a per-seat basis and are not metered by the number of student-athletes who transact on the Marketplace.

5.8 Agent Partner Share-Back. Where an Agent Partner qualifies for commission share-back under Part D, the share-back is calculated as a percentage of the Commission actually received and retained by Sport Endorse on qualifying deals, at the tier rate stated in the Agent Partner's Subscription Plan. Share-back is never funded from, and never reduces, the Deal Payment settled to Talent.

5.9 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 payment processing costs under clause 5.11, plus any applicable VAT, sales tax or equivalent. Commission is not added to the Brand's invoice; it is deducted from the Deal Payment on settlement to the Talent under clauses 5.4 and 5.10. 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 or Order Form). Payment terms applicable to a Brand shall be disclosed to the Talent before the Talent accepts the Opportunity.

5.10 Settlement to Talent. Sport Endorse shall settle the Deal Payment to the Talent net of Commission (and net of any tax required to be withheld) within five (5) Business Days of Sport Endorse's receipt of cleared funds from the Brand, provided the Talent's verification and payment details under clause 3.4 are complete. 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 5.9, and that Sport Endorse is not liable for the Brand's failure or delay to pay, subject to clause 5.15.

5.11 Payment Processing Costs. Payment processing, card and platform-transfer fees charged by the payment provider are borne by the Brand (or, for Subscription Fees, by the subscribing User) and are added to the Brand's invoice. They are not deducted from the Deal Payment in addition to Commission. Each User bears its own bank, intermediary-bank and foreign-exchange charges, and the Talent bears any payout or beneficiary-bank charge applied to its own settlement account.

5.12 Taxes. Each User is responsible for its own taxes (including income tax, corporation tax, self-employment tax, VAT/GST and withholding taxes) in every relevant jurisdiction. All fees are stated exclusive of VAT, GST, sales tax and similar taxes, which are added where applicable. Where the reverse charge applies to a cross-border supply, the User shall provide a valid VAT/GST registration number. Where Sport Endorse is required by Applicable Law to deduct or withhold tax, it may do so and will provide customary documentation. Users may be required to provide tax documentation (including IRS Forms W-9, W-8BEN or W-8BEN-E, or equivalent) before settlement. Talent transact as independent contractors and are solely responsible for their own filings.

5.12.1 VAT on Commission. Because Commission is consideration for a service supplied by Sport Endorse to the Talent, VAT, GST or equivalent may be chargeable on the Commission itself, in addition to any tax arising on the Talent's own supply to the Brand. Where the Talent is established outside Ireland and is in business, the reverse charge may apply and the Talent shall provide a valid VAT/GST registration number. Where the Talent is not in business, or is established in a jurisdiction in which Sport Endorse is required to account for local tax, that tax may be added to the Commission and deducted from the Deal Payment accordingly. Sport Endorse will issue the Talent a statement, invoice or self-billing document for each deduction, showing the Deal Payment, the Commission rate, the Commission, any tax, and the net amount settled. Where self-billing is used, the Talent agrees to accept self-billed invoices and not to raise its own invoice for the same supply.

5.13 Platform Reporting Obligations. Users acknowledge that Sport Endorse is or may be subject to mandatory reporting obligations as a platform operator, including under Council Directive (EU) 2021/514 ("DAC7") as implemented in Ireland, U.S. information-reporting rules (including Forms 1099-K and 1042-S where applicable), and equivalent regimes in other jurisdictions. Users shall provide, and keep current, the identification, residence, tax-identification and financial-account information required for such reporting, and consent to Sport Endorse disclosing that information to the relevant tax authorities. Sport Endorse may suspend an account or withhold settlement where a User fails to provide required information after two reminders, as permitted or required by the applicable regime.

5.14 Consumer Refund and Withdrawal Rights. Where a User is a consumer, statutory cancellation and withdrawal rights apply and are not affected by clause 5.2. In particular: (i) EU and Irish consumers generally have fourteen (14) days from conclusion of a distance contract to withdraw, subject to the loss of that right where the consumer has expressly requested immediate performance and the service has been fully performed, in which case a proportionate charge for services supplied may be made; (ii) UK consumers have equivalent rights; (iii) South African consumers may have cooling-off rights under section 44 of the Electronic Communications and Transactions Act 2002 and cancellation rights under section 14 of the Consumer Protection Act 2008; and (iv) U.S. consumers have the rights conferred by applicable federal and state automatic-renewal and negative-option laws. Business users are not consumers and these rights do not apply to them.

5.15 Late Payment, Suspension and Enforcement. 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). 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 16 without suspending payment). Where a Brand fails to pay an undisputed invoice by its due date, Sport Endorse may: (a) pursue collection and recovery (including interest and costs); (b) suspend or terminate the Brand's account under clause 12.4; (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.

5.16 Set-Off and Chargebacks. Sport Endorse may set off any amount owed to it by a User against any amount payable to that User through the Service. Chargebacks made without merit may result in the charged-back amount, plus Sport Endorse's reasonable costs, being set off or invoiced directly.

5.17 Currency. Fees and Commissions are payable in the currency specified on the Service or the invoice. Where a User's plan is priced in a currency other than that of the User's bank account, conversion is at the payment provider's applicable rate.

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:

In addition the Brand shall pay any pre-agreed out-of-pocket expenses under clause 4.4. Commission remains payable in respect of the Kill Fee and is deducted from it at the band determined by the Deal Payment for the cancelled Sponsorship Contract, in the same way as if the engagement had completed; expenses reimbursed under clause 4.4 are not subject to Commission, and no Commission is payable on Gift-in-Kind retained by the Talent. All such amounts shall be invoiced by Sport Endorse to the Brand under clause 5.9 and settled to the Talent under clause 5.10.

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, and 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 on 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 12.4.

6.5 Force Majeure, Injury, Illness or Professional Change. Where performance is genuinely prevented by Force Majeure (clause 18.3), verified injury or illness, or a material change in the Talent's professional circumstances (for example 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 5.9, 5.10 and 5.15, and may pause invoicing or settlement pending resolution of a bona fide dispute under clause 16.

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 off-Platform rate stated in clause 5.4, 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 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 Carve-Outs. Clause 7 does not apply to: (i) a pre-existing relationship between two Users that the relevant User evidences, to Sport Endorse's reasonable satisfaction, as having been in place and documented before the introduction through the Service; (ii) an arrangement between an Agent Partner and Talent already on that Agent Partner's roster before the roster was uploaded to the Service; or (iii) revenue expressly excluded in a signed Order Form.

7.7 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, Image Rights and Data

8.1 Sport Endorse IP. The Service and all Sport Endorse content, software, source code, databases, curricula, methodologies, templates, 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, for the duration of their subscription or account. No rights are granted by implication.

8.2 Database and Platform Data. The compilation, structure, taxonomy and arrangement of the Sport Endorse athlete, brand, sport and industry databases, and all rights in them (including database rights under Directive 96/9/EC and the Irish European Communities (Legal Protection of Databases) Regulations 1997), belong to Sport Endorse. Users may not extract or re-utilise all or a substantial part of the contents of any database, whether by repeated systematic extraction or otherwise, or build a competing dataset or product from it.

8.3 Reservation of Text and Data Mining Rights. Sport Endorse expressly reserves the right to text and data mining of all Content and materials made available on the Service, within the meaning of Article 4(3) of Directive (EU) 2019/790 and the Irish implementing regulations. No use of the Service, the websites or any Content for the purposes of training, fine-tuning, evaluating or grounding any machine learning or generative artificial intelligence model is permitted without Sport Endorse's prior written consent. Automated access for these purposes is prohibited under clause 9.1, and this reservation is additionally expressed in machine-readable form on the Service.

8.4 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, index and otherwise use such Content as necessary to provide, secure, improve and promote the Service, for as long as such use is reasonably required (subject to the account-closure limits in clause 8.8). Sport Endorse does not sell User Content, and does not license Talent likeness to third parties for their own advertising except as expressly permitted under a Sponsorship Contract or clause 8.9.

8.5 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, AI training or synthesis, or any extension or renewal, requires a separate written agreement (subject to Commission).

8.6 Synthetic Media and Likeness. No Brand, Agency or Institutional Partner may create, commission or publish any synthetic, digitally altered, cloned, deepfake or AI-generated depiction of a Talent's face, body, voice or performance, or use Deliverables to train or condition a model to generate such a depiction, without the Talent's specific, separate, informed and revocable written consent identifying the permitted uses, duration and territory. Any such consent is in addition to, and not implied by, the licence in clause 8.5. This clause is intended to operate consistently with U.S. state right-of-publicity and digital-replica laws, EU and Irish personality and data-protection rights, and South African law.

8.7 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.

8.8 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.

8.9 Success Stories. Each User grants Sport Endorse a non-exclusive, worldwide, royalty-free and (once approved under this clause) 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 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. The right to continue using an approved (or deemed-approved) Success Story survives termination, subject to any non-waivable image or data-protection rights under Applicable Law. Where the Talent is a minor, approval must be given by the parent or guardian and deemed approval does not apply.

8.10 Aggregated and Anonymised Data. Sport Endorse may compile, use and publish aggregated and anonymised statistics, benchmarks and insights derived from use of the Service (for example average deal values by sport, territory or category), provided that no individual User, Talent, Brand or Sponsorship Contract is identifiable and no confidential commercial term is disclosed.

8.11 Feedback. Where a User provides suggestions, feature requests or feedback about the Service, Sport Endorse may use them without restriction, obligation or compensation.

8.12 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 8.4, 8.5, 8.8 and 8.9. 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.

8.13 Infringement and Illegal Content Notices. Copyright, trade mark and other IP infringement notices, and notices of allegedly illegal content, 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. Clause 12.7 sets out how notices are handled.

9. Acceptable Use and Prohibited Activities

9.1 Users shall not: (i) use any robot, spider, scraper, crawler or other automated means to access, extract or index the Service, or use the Service or its Content for text and data mining or for training, evaluating or grounding any AI model (see clause 8.3); (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, sexually explicit, or infringing, or that sexualises, endangers or exploits a minor; (vii) impersonate any person or misrepresent affiliation, representation rights or credentials; (viii) use the Service to promote products or services unlawful in the User's or counterparty's jurisdiction; (ix) misrepresent location or eligibility to access a territory-restricted product (clause 2.6); (x) resell, sublicense or share account access or Academy content outside the seats purchased; or (xi) use the Service in connection with match-fixing, betting on competitions in which the Talent participates, doping, or any conduct prohibited by a relevant sports governing body.

9.2 Communications Monitoring. To prevent circumvention and to maintain security, safeguarding 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. Monitoring is carried out in accordance with the Privacy Policy and Applicable Law.

9.3 Voluntary Investigations. Sport Endorse may investigate suspected breaches on its own initiative. Any such own-initiative investigation is conducted in good faith, in a diligent, objective and proportionate manner, and does not of itself deprive a User of the protections in clause 12.

10. Regulatory Compliance: Advertising, Disclosure, NIL and Restricted Categories

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, schools and institutions.

10.2 Disclosure. The Talent and the Brand shall ensure that every item of sponsored Content carries a clear, prominent and unambiguous disclosure (for example #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 U.S. Collegiate NIL. Where a Talent is a U.S. college athlete, the parties shall comply with the applicable NCAA, conference, institutional and state NIL rules, the framework established under the House settlement, and the rules and processes of the College Sports Commission (or any successor designated reporting entity), including submission of qualifying third-party NIL agreements to the NIL Go clearinghouse within the applicable time limit and any valid-business-purpose or range-of-compensation review. Reporting thresholds and review tiers change from time to time; it is the Talent's and the Brand's responsibility to apply the thresholds current at the date of the agreement. The Talent warrants that entry into the Sponsorship Contract does not jeopardise the Talent's eligibility. Sport Endorse may require evidence of clearance or institutional approval before releasing settlement, and may decline to facilitate a deal that it reasonably believes is non-compliant. Sport Endorse does not determine eligibility and gives no assurance that any deal will be cleared.

10.4 International Student-Athletes. Talent studying in the United States on a non-immigrant visa are responsible for ensuring that any commercial activity complies with their visa conditions and U.S. immigration law. Sport Endorse Global (Part F) is designed to support commercialisation with non-U.S. brands while the athlete is physically outside the United States, but Sport Endorse gives no immigration advice and no assurance as to visa compliance; independent immigration advice must be taken.

10.5 Restricted Categories. Opportunities involving alcohol, betting, gambling, tobacco, e-cigarettes and vaping, cannabis, prescription medicines, weapons, supplements, high-risk financial products, cryptoassets, 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. Restricted categories are prohibited entirely in respect of Talent under 18 and under the Schools Programme (Part G).

10.6 Anti-Bribery and Financial Crime. Each User shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist-financing 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 and Financial Intelligence Centre Act.

10.7 Exchange Control. Users in jurisdictions with exchange control regimes (including South Africa) are responsible for their own compliance with those regimes in respect of cross-border receipts and payments.

11. Data Protection

11.1 Compliance. Sport Endorse processes personal data in accordance with the GDPR (Regulation (EU) 2016/679), the Irish Data Protection Acts 1988–2018, the UK GDPR and Data Protection Act 2018, POPIA (South Africa, Act 4 of 2013), the California Consumer Privacy Act as amended by the CPRA and other U.S. state privacy laws, and other Applicable Law.

11.2 Privacy Policy. The categories of personal data processed, the purposes, the lawful bases, retention periods and data-subject rights are described in the Privacy Policy, which forms part of these Terms.

11.3 Roles. Sport Endorse acts as controller (or, under POPIA, responsible party) in respect of its operation of the Service, including account data, marketplace matching, and its own marketing. Where a Brand, Agency or Institutional Partner determines its own purposes for personal data obtained through the Service, it acts as an independent controller and is solely responsible for its own compliance, including its own privacy notices, lawful bases, retention and audience consents. Where Sport Endorse processes personal data on the documented instructions of an Institutional Partner (for example Academy learner records supplied by a university), Sport Endorse acts as processor (operator) and the parties shall enter into a data processing agreement in the form Sport Endorse reasonably requires.

11.4 Minors' Data. Personal data of Users under 18 is processed on the basis of parental or guardian consent, or another lawful basis, and subject to heightened safeguards, data minimisation and restricted visibility. Part G contains further provisions.

11.5 International Transfers. Personal data may be transferred outside the EEA, the UK and South Africa. Where this occurs, Sport Endorse will rely on appropriate safeguards, including the EU Standard Contractual Clauses, the UK International Data Transfer Addendum, section 72 POPIA safeguards, and adequacy decisions where applicable.

11.6 Security and Breach. Sport Endorse maintains appropriate technical and organisational measures. Users must report suspected security incidents affecting the Service without undue delay to platform.legal@sportendorse.com.

12. Platform Governance: Ranking, Data Access, Restriction and Complaints

This clause 12 sets out the disclosures and processes required by the P2B Regulation and the EU Digital Services Act. It applies to all Users, and the P2B-specific protections apply in particular to business users established or resident in the European Union.

12.1 Ranking — Main Parameters. Where Talent, Opportunities or profiles are presented in an ordered list or set of search results, the main parameters determining ranking, in descending order of general importance, are:

(a) Relevance to the query and brief — the match between the search terms, category, sport, market, audience and budget specified by the Brand and the attributes recorded on the Talent profile. This carries the greatest weight because a marketplace is only useful if the results fit the brief.

(b) Profile completeness and verification status — whether identity, representation, sport, market and channel data have been supplied and verified. Incomplete or unverified profiles rank lower because they are less reliable and more likely to waste a Brand's time.

(c) Responsiveness and reliability — historical response times, acceptance and completion rates, on-time delivery, and cancellation or non-performance history on the Service. This weight reflects that a highly relevant profile is of little value if the Talent does not respond or does not deliver.

(d) Recency of activity — how recently the User has been active on the Service, to avoid surfacing dormant profiles.

(e) Compliance and eligibility filters — whether the Talent is eligible for the territory, age gate, restricted category or institutional rules applicable to the Opportunity. These operate primarily as filters rather than as weighted scores.

(f) Subscription and programme status — a User's plan or programme may affect the range of results it can access (for example the markets or rosters visible to it), and Agent Partner and Institutional Partner rosters may be surfaced within their own programme surfaces. Sport Endorse does not accept payment from Talent for higher placement in a Brand's search results.

No direct or indirect remuneration is accepted from Talent to influence ranking against other Talent in a Brand's results. Where any placement is paid, featured or sponsored, it is labelled as such. Sport Endorse may adjust ranking logic to improve relevance, to remedy abuse or manipulation, or to comply with Applicable Law, and will keep this description up to date. Sport Endorse is not required to disclose algorithms, weightings or any information that would enable manipulation or deception of consumers, or that constitutes a trade secret.

12.2 Differentiated Treatment. Sport Endorse does not operate as a Brand or as Talent in competition with its Users on the Marketplace. Where Sport Endorse or a group company delivers a Managed Campaign under Part H, it does so as a service provider engaged by a Brand, and the Talent selected in that campaign are drawn from the same Marketplace on the same commercial terms. Where Sport Endorse promotes its own Academy, Institutional or partner products on the Service, that promotion is identifiable as such.

12.3 Access to Data. Users have access, through their account and on request, to: the data they provide; the data generated through their own use of the Service (including their Opportunities, messages, contracts, invoices and settlement records); and the aggregated performance data made available in their plan. Sport Endorse does not provide one business user with the personal data or non-aggregated commercial data of another business user, except where required to perform a Sponsorship Contract or by Applicable Law. Users may export their own data in a commonly used machine-readable format on request.

12.4 Restriction, Suspension and Termination — Statement of Reasons. Where Sport Endorse restricts, suspends or terminates a business user's access to the Service, it shall provide that User with a statement of the reasons for the decision on a durable medium: (a) before or at the time the restriction or suspension takes effect; and (b) at least thirty (30) days before a termination takes effect. The statement shall refer to the specific facts or circumstances (including third-party notices where relevant) and the applicable ground in these Terms. The thirty-day termination notice period does not apply where Sport Endorse is subject to a legal or regulatory obligation to terminate, exercises a right of termination for an imperative reason under national law, can demonstrate that the User has repeatedly infringed these Terms, or where the User's conduct involves fraud, sanctions, a serious safeguarding concern, a serious security risk, or the sexualisation or endangerment of a minor. Where a restriction, suspension or termination is revoked, access shall be reinstated without undue delay.

12.5 Grounds. Sport Endorse may, acting reasonably and proportionately, restrict, suspend or terminate a User's account 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 fails verification under clause 3.4; (iv) fails to pay an undisputed invoice; or (v) poses a brand-safety, safeguarding, legal or reputational risk to Sport Endorse or its Users, including in light of credible allegations of serious misconduct.

12.6 Internal Complaint-Handling System. Sport Endorse operates a free, internal complaint-handling system for business users. Complaints may be submitted to complaints@sportendorse.com and may concern: alleged non-compliance by Sport Endorse with these Terms or the P2B Regulation; technological issues relating to the Service that materially affect the User; or measures taken by Sport Endorse that materially affect the User. Sport Endorse will consider each complaint, having due regard to its importance and complexity, process it in a timely and effective manner, acknowledge it within five (5) Business Days, and communicate the outcome and reasons in plain and intelligible language, normally within thirty (30) days. Sport Endorse publishes annual information on the functioning and effectiveness of this system.

12.7 Notice and Action (Illegal Content). Any person may notify Sport Endorse of Content believed to be illegal, by email to platform.legal@sportendorse.com, stating the reasons, the exact electronic location of the Content, the notifier's name and email (except for certain offences against children), and a good-faith statement of accuracy. Sport Endorse will confirm receipt, process notices in a timely, diligent, non-arbitrary and objective manner, notify the notifier of its decision and of available redress, and give the affected User a statement of reasons for any removal, demotion, restriction, demonetisation or suspension. Users may contest such a decision through the internal complaint-handling system in clause 12.6 and may have a right to refer the matter to a certified out-of-court dispute settlement body, without prejudice to court proceedings. Sport Endorse gives priority to notices from trusted flaggers and may suspend, after warning, the processing of notices or complaints from persons who frequently submit manifestly unfounded ones, and the accounts of Users who frequently provide manifestly illegal Content.

12.8 Mediation. In addition to clause 16, Sport Endorse identifies the following mediators as willing and able to mediate disputes with business users under Article 12 of the P2B Regulation: the Centre for Effective Dispute Resolution (CEDR); Mediators' Institute of Ireland accredited commercial mediators; and the WIPO Arbitration and Mediation Center. Sport Endorse will engage in good faith in any attempt at mediation with a business user. This does not affect a User's right to institute judicial proceedings at any time.

12.9 Point of Contact. The single electronic point of contact for Users, authorities and notifiers under the Digital Services Act is platform.legal@sportendorse.com. Communications may be in English or Irish.

13. Representations, Warranties, Indemnities and Insurance

13.1 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.

13.2 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 or likeness (including under clause 8.6); (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, anti-bribery or financial-crime law by the Brand.

13.3 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, institutional or NIL rules.

13.4 Institutional Partner Indemnity. Each Institutional Partner shall indemnify Sport Endorse on the same terms in respect of: (a) its breach of these Terms or its Institutional Agreement; (b) any claim arising from its own compliance determinations, eligibility decisions or instructions; and (c) any breach of data protection or child-protection law by it.

13.5 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, uninterrupted availability and non-infringement, save to the extent these cannot be excluded under Applicable Law (including the Irish Consumer Rights Act 2022, the UK Consumer Rights Act 2015 and the South African Consumer Protection Act as applicable to consumer Users). Sport Endorse does not warrant that any Opportunity will be filled, that any Talent will accept, that any campaign will achieve any commercial result, or that any deal will be approved by a governing body, institution or clearinghouse.

13.6 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).

14. Limitation of Liability

14.1 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.

14.2 Exclusion of Certain Losses. Subject to clause 14.1, neither party shall be liable to the other for loss of profits, loss of revenue, loss of goodwill or reputation, loss of business opportunity, loss of anticipated savings, or any indirect, consequential, special or punitive damages.

14.3 Cap. Subject to clauses 14.1 and 14.2, 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. Where a User has contracted for a Managed Campaign under Part H, the cap in respect of that campaign is instead the fees paid by that User under the relevant Statement of Work.

14.4 Disputes Between Users. Sport Endorse is not a party to Sponsorship Contracts and, save for its facilitation role under clauses 5, 6 and 16, 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.

15. Term and Termination

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

15.2 Termination 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. Consumer Users retain the statutory rights in clause 5.14. South African Users who are consumers under the Consumer Protection Act may cancel a fixed-term agreement on twenty (20) business days' written notice, subject to a reasonable cancellation penalty as permitted by that Act.

15.3 Termination and Suspension by Sport Endorse. Sport Endorse may restrict, suspend or terminate an account on the grounds and following the process in clause 12.4 and 12.5.

15.4 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, 12.3, 12.4, 13, 14, 15.4, 16, 17 and 18 survive termination. On termination, Sport Endorse will retain data as set out in the Privacy Policy and as required by Applicable Law (including for DAC7 and tax records).

16. Dispute Resolution

16.1 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. For business users in the EU, the internal complaint-handling system in clause 12.6 is available first and free of charge.

16.2 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 (see also clause 12.8). 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.

16.3 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.

16.4 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.

16.5 Consumer Users. Where a User is a consumer and Applicable Law (including EU, Irish, 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 overrides those rights. EU consumers may also use the European Commission's online dispute resolution platform and their national alternative dispute resolution bodies.

16.6 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. This clause does not apply to EU, UK or South African consumers to the extent it would be unenforceable, and does not affect representative actions permitted under Article 14 of the P2B Regulation or Directive (EU) 2020/1828.

16.7 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.

17. Governing Law and Jurisdiction

17.1 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.

17.2 Jurisdiction. Subject to clause 16 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.

17.3 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 3 sets out specific jurisdictional acknowledgements which, where applicable, form part of these Terms.

18. General

18.1 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.

18.2 Entire Agreement. These Terms (together with the Schedules, the User's Subscription Plan or Order Form, any Statement of Work or Institutional Agreement, the Privacy Policy and any written Sponsorship Contract) constitute the entire agreement between the parties and supersede all prior understandings, including the April 2026 Terms. No party has relied on any statement not set out in the Terms. Nothing in this clause limits liability for fraudulent misrepresentation.

18.3 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.

18.4 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.

18.5 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.

18.6 Third-Party Rights. Save as expressly provided (including indemnified persons under clause 13, who may enforce the indemnities in their favour), no third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 (UK) or any equivalent legislation.

18.7 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.

18.8 Language. These Terms are drafted in English. Translations into other languages (including Spanish, French, German and Italian) are provided for convenience only, and the English text prevails.

18.9 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.

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

18.11 Third-Party Services. The Service integrates with third-party APIs and services (including Stripe, Meta/Facebook, Instagram, TikTok, YouTube, X, LinkedIn) and hosting and infrastructure providers (including Amazon Web Services). Use of third-party services is subject to those providers' own terms, and Sport Endorse is not responsible for their acts, omissions, availability or changes to their terms or APIs.

18.12 Contact. For queries or to report a breach of these Terms, contact platform.hello@sportendorse.com (general), platform.legal@sportendorse.com (legal, illegal content and IP notices), subscriptions@sportendorse.com (billing) or complaints@sportendorse.com (business-user complaints).

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, on the terms in clauses 5.2 and 5.3. Plans are region-specific and roster-specific; a plan grants access only to the markets, rosters and entitlements stated in it. Upgrades take effect immediately with a pro-rata charge; downgrades take effect at the next renewal.

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 restriction under clause 12.4 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 8.5, and may not create synthetic or AI-generated depictions of Talent except under clause 8.6. 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, and warrant that they hold a valid mandate to contract on the Talent's behalf. 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 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 and Once-Off Campaign fees are paid up front at the time of subscription, purchase or renewal, by 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 under clause 5.9 and payable on the terms stated on the invoice. Payment processing costs are borne by the Brand under clause 5.11.

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 permitted only with demonstrable parental or guardian consent, only in permitted categories, and shall comply with applicable child-protection and working-with-children laws. Part G applies to the Schools Programme.

B9 Success Stories. The Brand acknowledges and consents to Sport Endorse's Success Story rights under clause 8.9 and shall review drafts in good faith within the period stated there.

B10 Brand Marks. Each Brand grants Sport Endorse a non-exclusive, royalty-free licence to display its name and logo on the Service and in customer lists for the duration of its subscription, subject to any brand guidelines the Brand supplies. A Brand may withdraw this licence for future use on written notice.

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 Access and Commission. Talent access to the Marketplace is provided free of charge: there is no joining fee, subscription or listing fee for Talent unless a separate paid product (for example an Academy licence or Sport Endorse Global) is expressly purchased. Sport Endorse is instead remunerated by Commission, which is deducted from the Deal Payment before it is settled to the Talent, at the band rates in clause 5.4. The Talent will be shown the applicable rate and the estimated net amount before accepting an Opportunity (clause 5.4.3), and will receive a statement for each deduction (clause 5.12.1). Commission is charged per Sponsorship Contract and may be aggregated across related engagements under clause 5.4.4.

C3 Eligibility Warranties. The Talent warrants that: (i) performance of any Sponsorship Contract will not breach any contract to which the Talent is subject (team, league, federation, school, institution, existing endorsement or exclusivity); (ii) the Talent has obtained all necessary approvals from any team, league, federation, school or institution, including NIL clearance and reporting for U.S. college athletes under clause 10.3; and (iii) the Talent is duly authorised to grant the image, likeness and content rights contemplated in these Terms.

C4 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.

C5 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.

C6 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 restriction under clause 12.4.

C7 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.

C8 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.

C9 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 8.8, and to the protections against synthetic media in clause 8.6.

C10 Tax and Settlement Data. The Talent is solely responsible for its own tax, social security, VAT/GST and other filings in every relevant jurisdiction, and shall provide Sport Endorse with the bank, identification and tax-residence documentation reasonably requested for settlement, withholding and reporting purposes under clauses 3.4, 5.12 and 5.13.

C11 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. Part G applies additionally in South Africa.

C12 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.

C13 Success Stories. The Talent acknowledges and consents to Sport Endorse's Success Story rights under clause 8.9 and shall review drafts in good faith within the period stated there.

C14 Agent Representation. Where the Talent is represented by an Agent Partner, the Talent authorises that Agent Partner to act on its behalf on the Service to the extent notified, and acknowledges that share-back under clause 5.8 is paid from Sport Endorse's Commission and does not reduce the Talent's Deal Payment.

PART D — AGENT PARTNER PROGRAMME

D1 Scope. Part D applies to Agencies that subscribe to the Agent Partner Programme. Parts A and B also apply.

D2 Tiers and Fees. Agent Partner subscriptions are tiered by roster size and by region, on quarterly or annual terms, as published on the Service or as set out in an Order Form. Movement between tiers takes effect at the next renewal unless otherwise agreed. Roster size is measured by the number of Talent the Agent Partner represents and lists on the Service.

D3 Roster Warranty. The Agent Partner warrants that it holds a current, valid mandate to represent each Talent it lists, that each listed Talent has consented to being listed and to the processing of their personal data for that purpose, and that it will remove any Talent whose mandate ends within ten (10) Business Days. Sport Endorse may require evidence of mandate and may remove listings where evidence is not provided.

D4 Commission Share-Back. Where an Agent Partner's tier confers commission share-back, Sport Endorse will pay the Agent Partner the stated percentage of the Commission actually received and retained by Sport Endorse in respect of qualifying deals concluded on-Platform with Talent on the Agent Partner's roster during the subscription term. Share-back is calculated and paid in arrears, normally quarterly, against a self-billing statement issued by Sport Endorse or an invoice raised by the Agent Partner. Share-back is not payable on: Commission not actually collected; deals concluded off-Platform; Gift-in-Kind; Kill Fees; Subscription Fees; Managed Campaign or Additional Services fees; Academy or institutional fees; or deals in respect of which the Agent Partner is in breach of these Terms. Share-back never reduces the Deal Payment settled to Talent.

D5 Suspension of Share-Back. Sport Endorse may withhold or set off share-back against amounts owed by the Agent Partner, and may suspend share-back during any period in which the Agent Partner's subscription is unpaid or its account is restricted under clause 12.4.

D6 Agent Obligations to Talent and Conflict of Interest. The Agent Partner remains solely responsible to its Talent for its own agency obligations, fees and fiduciary duties. The Agent Partner acknowledges that Commission is deducted from the Talent's Deal Payment under clause 5.4, and that share-back is therefore a payment to the Agent Partner derived from sums that would otherwise have been received by its own client. The Agent Partner shall accordingly disclose the existence, basis and amount of share-back to each affected Talent, in writing and in advance, and shall obtain the Talent's informed consent where required by Applicable Law, by any fiduciary duty owed, or by the rules of any relevant governing body or agent-regulation regime. The Agent Partner warrants that receipt of share-back does not breach any such rule or duty, and indemnifies Sport Endorse under clause 13.2 in respect of any claim arising from a failure to disclose.

D7 Anti-Circumvention. Clause 7 applies to Agent Partners and to Talent on their rosters, subject to the carve-out in clause 7.6(ii).

PART E — SPORT ENDORSE ACADEMY

E1 Scope. Part E applies to all Users accessing the Academy, whether as an individual learner, under an institutional licence, or as part of another product.

E2 Nature of the Academy. The Academy is a non-academic education programme. It does not confer any academic credit, degree, professional qualification, accreditation or licence, and completion does not guarantee any commercial opportunity, deal, income, eligibility, selection or outcome. Content is general educational information and is not legal, tax, financial, immigration, eligibility or compliance advice (clause 2.10).

E3 Licence to Learners. Sport Endorse grants each authorised learner a personal, limited, non-exclusive, non-transferable, revocable licence to access and use the Academy content for that learner's own educational purposes for the duration of the licence term. Learners may not share credentials, record, download (except where a download function is expressly offered), reproduce, redistribute, publish, resell, sublicense, translate, adapt or use the Academy content to build or train any competing course, product or model. Each seat is for one named individual.

E4 Institutional Licences. Where an Institutional Partner purchases Academy access, licences are granted per seat or per cohort as stated in the Order Form. The Institutional Partner is responsible for allocating seats to named individuals, for withdrawing access when an individual ceases to be eligible, and for ensuring it has the lawful basis and consents required to provide learner personal data to Sport Endorse. Licences are non-transferable between institutions and unused seats do not carry over between terms unless the Order Form says so.

E5 Live and On-Campus Sessions. Where the Order Form includes live or on-campus sessions, the number, format, duration and delivery window are as stated in that Order Form. Sessions cancelled by the Institutional Partner with fewer than fourteen (14) days' notice may be charged in full, and travel and accommodation costs already committed are recoverable. Sport Endorse may substitute an equally qualified presenter, or deliver online where travel is prevented by circumstances beyond its reasonable control.

E6 Learner Records and Progress Data. Where Sport Endorse processes learner records on behalf of an Institutional Partner, it acts as processor under clause 11.3. Completion and progress data may be reported to the Institutional Partner where the learner has been informed of this and it is lawful.

E7 Availability and Changes. The Academy curriculum is updated periodically. Sport Endorse may add, amend, replace or retire lessons and modules to keep content current, provided it does not materially reduce the scope of a licence already paid for during its current term.

E8 Fees and Refunds. Academy fees are payable in advance and are non-refundable once access has been granted, save as required by Applicable Law or where Sport Endorse fails to make the Academy available for a material part of the licence term. Consumer withdrawal rights under clause 5.14 apply to individual consumer learners.

PART F — UNIVERSITY AND INSTITUTIONAL PARTNERS

F1 Scope and Structure. Part F applies to universities, colleges, athletic departments and conferences contracting with Sport Endorse. Institutional engagement is structured as four commercially independent products, each sold under its own contract and priced according to its own delivery economics: (a) the Academy (Part E); (b) the Platform Partnership; (c) the Marketplace (Parts A to C); and (d) Sport Endorse Global. No cash, value or earmarked pool crosses between the institutional-services products and the Marketplace.

F2 Platform Partnership. The Platform Partnership is a premium institutional tier providing access, visibility and support. It is priced as a flat annual fee, not metered by student-athlete headcount. For the avoidance of doubt, the Platform Partnership expressly does not include, and Sport Endorse does not offer, guarantee or represent: (i) any guaranteed number of deals; (ii) any guaranteed deal value or revenue to any student-athlete or to the institution; (iii) any direction of which brands are introduced to which student-athletes; (iv) any subsidy, funding or supplementation of athlete compensation by Sport Endorse or by the institution through Sport Endorse; or (v) any recruiting inducement or benefit contingent on enrolment, transfer, athletic performance or continued participation.

F3 No Pay-for-Play and No Institutional Funding of Athlete Compensation. No portion of any payment made by an Institutional Partner to Sport Endorse (whether for the Academy, the Platform Partnership, Sport Endorse Global, workshops or any other institutional service) is or may be applied, directly or indirectly, to compensation payable to any student-athlete. Brand-funded Deal Payments on the Marketplace are funded solely by the paying Brand on its own commercial rationale.

F4 Arm's-Length Marketplace. On the Marketplace, Sport Endorse acts as a marketing-services facilitator. The Brand selects the Talent on its own commercial rationale, the Brand is the originating source of compensation, and Sport Endorse's economic interest is limited to Commission and platform fees. The Institutional Partner does not direct which brands are introduced to which student-athletes.

F5 Compliance Responsibilities. The Institutional Partner is responsible for its own compliance determinations, including eligibility, institutional policy, conference rules, state NIL law, Title IX, FERPA and any applicable participation agreement. Sport Endorse will, where the Order Form provides for it, supply deal documentation and reporting extracts to support the institution's own compliance and reporting obligations, and will cooperate reasonably with clearinghouse submission processes. Sport Endorse does not make eligibility determinations and gives no assurance that any deal will be approved (clause 10.3).

F6 Sport Endorse Global. Sport Endorse Global provides access and best-efforts support enabling international student-athletes to commercialise with Sport Endorse's non-U.S. brand portfolio while physically outside the United States. It is priced on a per-athlete annual basis on the athlete side, with an optional institutional subsidy pool where the Order Form provides for one, subject always to clause F3. Sport Endorse gives no immigration, tax or eligibility advice and no assurance as to visa compliance (clause 10.4).

F7 Endowed or Prepaid Funding. Where an institution funds Academy or Platform Partnership services through an endowment, gift or prepayment vehicle, the funds may be applied only to those university-facing services and may not be applied to athlete compensation. Any such arrangement shall be documented in the Institutional Agreement.

F8 Term and Notice. Institutional Agreements run for the term stated in the Order Form. Where an institution's participation in a governing-body framework changes, or a change in Applicable Law materially affects the lawfulness of a product, either party may on notice suspend or terminate the affected product without penalty, and prepaid unused fees for that product shall be refunded pro rata.

F9 Publicity. Neither party shall issue public statements naming the other without prior written approval, save that Sport Endorse may list the institution's name and logo as a customer with the institution's prior written consent.

PART G — SCHOOLS PROGRAMME AND MINORS (SOUTH AFRICA)

G1 Scope and Priority. Part G applies to the Schools Programme offered in South Africa and to any other engagement involving learners under 18. Where Part G conflicts with any other Part, Part G prevails. The Schools Programme is a school partnership. It is not a marketplace sold to learners.

G2 Contracting Parties. Sport Endorse contracts with the school. No learner under 18 may register for an account, hold a wallet, contract, transact, receive payment or accept Gift-in-Kind independently. Any participation by a learner requires: (i) the school's written authorisation; (ii) the prior written consent of the learner's parent or legal guardian, who co-signs and is jointly and severally liable; and (iii) the learner's own age-appropriate assent. Consent may be withdrawn at any time without penalty to the learner.

G3 Purpose. The programme's core purpose is education and personal development. Any commercial element is optional, occasional and fully consented, and must never be presented to a learner as a target, entitlement, incentive or condition of selection, team place or bursary.

G4 Prohibited Categories and Practices. No Opportunity involving a learner may relate to alcohol, betting or gambling, tobacco, vaping or e-cigarettes, cannabis, weapons, supplements, high-risk financial products, cryptoassets, dating, cosmetic procedures, weight-loss products or any age-restricted or otherwise unsuitable category. No Opportunity may involve performance-based payment, pay-for-play, recruitment or transfer inducement, exclusivity binding beyond school-leaving, appearance-related or body-image content, or unsupervised one-to-one contact between a Brand representative and a learner.

G5 Brand Vetting and Supervision. Brands must be vetted and approved by Sport Endorse and the school before any contact with a learner. All communications concerning a learner are routed through the school and the parent or guardian. A responsible adult nominated by the school must supervise any shoot, appearance or activation involving a learner.

G6 Payments. Any consideration payable in respect of a learner is paid to the parent or guardian, or to a school-designated account or trust, as agreed in writing, and never directly to the learner. The parties are responsible for their own tax treatment.

G7 Legal Framework. The programme operates subject to South African law, including POPIA (with particular regard to the processing of children's personal information and the requirement for competent-person consent), the Children's Act 38 of 2005, the child-labour and child-performance provisions of the Basic Conditions of Employment Act, the Consumer Protection Act, and the rules of SA Rugby, provincial unions and the relevant schools' governing bodies. The school warrants that it holds the authority to enter the programme and that participation does not breach any school, union or federation rule.

G8 Safeguarding. Sport Endorse maintains a safeguarding policy for the programme, including vetting of personnel who have contact with learners, a reporting route for concerns, data minimisation and restricted visibility of learner data, and prohibition of the publication of learner contact details. Any safeguarding concern must be reported immediately to safeguarding@sportendorse.com and, where required, to the relevant statutory authority.

G9 Data and Imagery. Learner personal information is processed only for programme purposes, on the basis of guardian consent, and is retained no longer than necessary. Learner images may be used only for purposes expressly consented to; the deemed-approval mechanism in clause 8.9 does not apply, and no learner image may be used in Sport Endorse's general marketing without specific written guardian consent, which may be withdrawn.

G10 Independent Advice. The school and each parent or guardian is advised to take independent legal and safeguarding advice before participating.

G11 Programme Availability. The Schools Programme is offered only where the platform mechanics described in this Part — guardian-managed accounts, brand vetting and school authorisation — are operative. Sport Endorse will not accept a learner into a commercial element of the programme before those mechanics are in place for that school.

PART H — MANAGED CAMPAIGNS AND ADDITIONAL SERVICES

H1 Scope. Part H applies where Sport Endorse agrees to deliver a Managed Campaign or Additional Services under a Statement of Work. Additional Services may include campaign strategy and management, talent sourcing and negotiation, creative and content production, photography and videography, public relations and communications, events, activations and competitions, and media planning and buying.

H2 Statement of Work. Each engagement is governed by a Statement of Work stating the scope, deliverables, timelines, fees, expenses, approval process, assumptions and any third-party costs. Work outside the agreed scope is chargeable and requires a written change order. Where a Statement of Work conflicts with these Terms, the Statement of Work prevails in respect of that engagement.

H3 Fees, Expenses and Pass-Through Costs. Management fees are as stated in the Statement of Work and are charged in addition to Commission on any Deal Payments within the campaign, unless expressly stated otherwise. Third-party costs (including talent fees, production, venue, travel, media spend and licence fees) are either pre-approved and passed through at cost plus any stated handling fee, or invoiced directly to the Brand. Media spend is payable in advance of booking unless credit terms are agreed in writing. Cancellation of a campaign after commitment of third-party costs leaves those costs payable in full.

H4 Sport Endorse's Role. In a Managed Campaign, Sport Endorse acts as service provider to the Brand and may contract with Talent and suppliers as principal or as disclosed agent, as stated in the Statement of Work. This does not make Sport Endorse a party to any other User's Sponsorship Contract.

H5 Approvals and Client Responsibilities. The Brand shall provide brand assets, guidelines, regulatory constraints and approvals promptly. Delays in Brand approval that affect the timeline do not relieve the Brand of fee obligations and may result in rescheduling and additional cost. The Brand is responsible for the accuracy and legality of claims it requires to be made about its products.

H6 Intellectual Property in Produced Assets. Subject to payment in full, Sport Endorse assigns or licenses to the Brand the rights in campaign assets produced under the Statement of Work to the extent stated in it. Rights in Talent likeness and performance remain subject to clauses 8.5 and 8.6 and to the underlying Sponsorship Contract. Sport Endorse retains ownership of its own pre-existing materials, tools, templates and methodologies, and grants the Brand a licence to use them to the extent embedded in the deliverables.

H7 Third-Party Suppliers. Where Sport Endorse engages third-party suppliers, it will select and manage them with reasonable care but is not liable for their acts or omissions beyond the remedies it can obtain from them, save where Sport Endorse contracts as principal and the Statement of Work provides otherwise.

H8 Results. Sport Endorse gives no warranty as to reach, engagement, conversion, sales or other campaign outcomes. Any forecasts, benchmarks or projections are estimates only.

PART I — WEBSITES, APPS AND ONLINE CONTENT

I1 Scope. Part I applies to all visitors to the Sport Endorse websites (including localised language versions), the Help Centre, the blog, podcast and other published content, and to users of the Sport Endorse iOS and Android applications, whether or not they hold an account.

I2 Licence to Use. Sport Endorse grants a limited, revocable, non-exclusive, non-transferable licence to access and use the websites and apps for personal or internal business purposes. All other rights are reserved, including under clauses 8.1 to 8.3.

I3 Mobile Applications. Use of the apps is additionally subject to the terms of the relevant app store. The licence granted is a licence to use the app on devices the User owns or controls, in accordance with the applicable app store rules. Where required by Apple's terms, Apple is a third-party beneficiary of those licence terms and may enforce them, but Apple has no responsibility for the app, its content, maintenance, support or any claim relating to it, and Sport Endorse (not Apple) is responsible for addressing any claim relating to the app. The User warrants it is not located in a territory subject to a U.S. Government embargo or designated as a terrorist-supporting country and is not on any U.S. Government restricted-party list.

I4 Help Centre and Published Content. The Help Centre, blog, podcast, guides, comparison pages, benchmarks, rate guidance, FAQ content and similar materials are provided for general information. They may become out of date, may not apply to a User's circumstances, and do not constitute advice (clause 2.10). Comparative statements about other providers are based on publicly available information at the date of publication and are provided in good faith; Users should verify current details with the provider concerned.

I5 Localised Versions. Localised language versions are provided for convenience. In the event of any inconsistency between a translated page and the English version, the English version prevails (clause 18.8). Prices, products and availability may differ by region (clause 2.6).

I6 Third-Party Links. The websites contain links to third-party sites and resources. Sport Endorse does not control and is not responsible for their content, availability, accuracy or privacy practices.

I7 Cookies and Tracking. Cookies and similar technologies are used as described in the Cookie Notice, and non-essential cookies are set only with consent where required by the ePrivacy Directive, the Irish ePrivacy Regulations, POPIA or other Applicable Law.

I8 Accessibility. Sport Endorse aims to make the websites and apps accessible in line with WCAG 2.1 AA and applicable accessibility legislation, including Directive (EU) 2019/882 (the European Accessibility Act) as implemented in Ireland. Accessibility issues may be reported to platform.hello@sportendorse.com.

I9 Availability. The websites, apps and Service are provided on an "as available" basis. Sport Endorse may carry out maintenance, and will use reasonable efforts to schedule planned maintenance outside peak periods and to give notice of significant planned downtime. No uptime service level applies unless expressly agreed in an Order Form.

I10 Beta and Preview Features. Features labelled beta, preview, pilot or early access are provided without warranty, may be changed or withdrawn at any time, and should not be relied on in production. Fees are not refundable by reason of the withdrawal of a beta feature.

I11 Prohibited Uses. Clause 9 applies in full to the websites and apps, including the prohibitions on scraping, automated extraction and use for AI training.

SCHEDULE 1 — FEE AND COMMISSION SUMMARY (Reference)

This Schedule is a summary for convenience. Current published rates on the Service, and any signed Order Form, prevail over this Schedule. In the event of any inconsistency with the body of the Terms, the body prevails.

SCHEDULE 2 — CANCELLATION AND KILL-FEE MATRIX (Reference)

This Schedule summarises 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 the declared retail value.

• Refund of any advance Deal Payment.

• Liquidated damages of 25% of the Deal Payment (or, if none, 25% of the declared retail value of the 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 restriction, suspension or termination under clause 12.4.

SCHEDULE 3 — JURISDICTION-SPECIFIC ACKNOWLEDGEMENTS

Ireland (home jurisdiction). Irish law governs. The courts of Ireland have non-exclusive jurisdiction. The Arbitration Act 2010 applies to any arbitration seated in Dublin. Consumer Users have the non-waivable rights conferred by the Consumer Rights Act 2022, and nothing in these Terms limits those rights. Statutory Instrument No. 580/2012 applies to late payment in commercial transactions.

European Union. The GDPR, the Digital Services Act, the P2B Regulation, the Unfair Commercial Practices Directive as amended by the Omnibus Directive, the Consumer Rights Directive, Directive (EU) 2019/882 (accessibility) and applicable national consumer law apply. Nothing in these Terms excludes non-waivable EU consumer protections, and EU consumers retain the right to bring proceedings in their home courts where Applicable Law so requires and to use the ODR platform and national ADR bodies. Clause 12 contains the disclosures required by Articles 3, 4, 5, 7, 9, 11 and 12 of the P2B Regulation. Sport Endorse reserves its rights in respect of text and data mining under Article 4(3) of Directive (EU) 2019/790.

United Kingdom. The UK GDPR, the Data Protection Act 2018, the CAP Code, the Consumer Rights Act 2015, the Digital Markets, Competition and Consumers Act 2024 (including its subscription-contract and consumer-protection provisions as they come into force) and the Late Payment of Commercial Debts (Interest) Act 1998 apply to relevant Users. Non-waivable consumer rights are preserved.

United States. U.S. Users acknowledge that the FTC Endorsement Guides apply; that applicable state NIL statutes, institutional and conference policies, and the rules and processes of the College Sports Commission (including NIL Go reporting) apply to college athletes; that the Restore Online Shoppers' Confidence Act and applicable state automatic-renewal laws govern subscription renewals; and that the ESIGN Act and the Uniform Electronic Transactions Act recognise electronic signature. Right-of-publicity and digital-replica statutes apply to clauses 8.5, 8.6 and 8.8. The class-action waiver, limitation provisions and the jury-trial waiver below apply to the maximum extent permitted by Applicable Law. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH U.S. USER WAIVES ITS RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS. California residents' rights under the CCPA/CPRA, and equivalent rights under other state privacy statutes, are preserved. California and other state automatic-renewal law disclosures, and the ability to cancel by the same means used to subscribe, are given effect by clause 5.2.

South Africa. POPIA, the Consumer Protection Act 2008, the Children's Act 38 of 2005, the Basic Conditions of Employment Act (child-performance provisions), the Electronic Communications and Transactions Act 2002 and applicable exchange control regulations apply. Where a User qualifies as a consumer under the CPA, non-waivable CPA protections are preserved, including the section 14 right to cancel a fixed-term agreement on twenty business days' notice subject to a reasonable cancellation penalty, and section 44 ECTA cooling-off rights where applicable. Clause 7 is intended to operate as a reasonable restraint of trade and is severable under South African law to the extent required to preserve enforceability. Part G contains additional provisions for learners under 18.