Brand Terms and Conditions

These Brand User Terms and Conditions ("Brand Terms") are an agreement between you and Contested, Inc., a Delaware corporation, with its principal place of business at 14 N Peoria Street, Chicago, IL 60607 ("we," "us," or "our"), governing your use of the platform for Brand features (the "Platform").

If you are accessing the Platform as an athlete, creator, viewer, visitor, or in any role other than a Brand User, these terms do not apply.

These Brand Terms are in addition to and are governed by the platform's core Terms of Service and Privacy Policy. If there is a conflict between these Brand Terms and the platform's core Terms of Service as they apply to Brand features, these Brand Terms control.

By creating or using a brand account, you agree to these Brand Terms. If you do not agree, do not use Brand account features.

0. Incorporated Documents and Precedence

By using Brand features, you also agree to:

• the Platform Terms of Service,
• the Privacy Policy, and
• any content, conduct, or community standards that are incorporated by reference into those documents.

The current versions of these documents are available at:

• Platform Terms of Service: /terms-of-service
• Privacy Policy: /privacy-policy
• Content/Conduct Provisions: /terms-of-service#prohibited-conduct

These Brand Terms and the documents in this section together form your full agreement for Brand features.

1. Definitions

• "Brand" means the person, company, or organization that registers and uses a brand account or creates campaigns.
• "Brand User" means any individual authorized to act for the Brand account.
• "Campaign" means any paid marketing campaign, brief, activation, or placement request created or managed through the Platform.
• "Athlete" means any athlete, creator, talent, or content provider matched or engaged through the Platform.
• "Athlete Data" means any athlete-related profile information, contact details, performance metrics, messaging records, rates, campaign outcomes, and related non-public history visible to you in the Platform.
• "Brand Data" means your business, campaign, and account information submitted to or generated in the Platform.
• "Confidential Information" means non-public information identified by the Platform as confidential, including Athlete Data, Brand Data, pricing, campaign terms, and proprietary business operations information.
• "Offer" means a campaign offer sent through the Platform.
• "Content" means text, images, video, audio, logos, music, code, links, trademarks, creative concepts, campaign assets, data, and any other materials uploaded, created, or transmitted.
• "Contract" means any agreement generated or referenced through the Platform's contract tools, including milestones and signature records.
• "Critical Event" means material breach, fraud, a security breach, payment processor hold, verified data incident, or major outage materially affecting Brand features.

2. Eligibility and Registration

You must be at least 18 and authorized to bind the Brand (for example, as an officer, owner, partner, or agent with written authority).

You represent and warrant that all registration information and onboarding profile data are accurate, complete, and current, including:

• legal business name and tax details,
• contact and billing information,
• products/services,
• target audience and marketing objectives, and
• brand guidelines and representative identity details.

If we reasonably suspect false, misleading, or incomplete information, we may suspend, restrict, or terminate your Brand account.

You must maintain account credentials confidentially and notify us immediately of unauthorized access.

You must keep account contact and tax information current.

3. Scope of Brand Services

The Platform provides tooling for:

• creating and publishing campaign briefs,
• matching/selecting Athletes,
• exchanging offers, messages, and milestone communications,
• creating, managing, signing, and storing contracts,
• tracking content submissions and approvals,
• managing Brand Minisite pages, and
• subscription billing and analytics.

You may only use these features for lawful Brand operations.

4. Brand Account Permissions and Obligations

4.1 Access and Use. Brand account features may be used only by personnel properly authorized by you. You are responsible for all Brand User activity.

4.2 Profile and Onboarding Requirements. Many features require completion of onboarding milestones. You must complete and maintain required onboarding fields to publish campaigns.

4.3 Authorized Users. Only your nominated team members may access brand analytics, campaign data, files, and contracts unless you explicitly authorize otherwise through account settings.

4.4 No Circumvention. You may not use external tools or direct communications to negotiate, finalize, or alter campaign terms intended to be transacted on the Platform, or to evade platform fees and controls.

4.5 Internal Access Controls. You must use reasonable internal controls, including role-based permissions, periodic access review, and immediate deactivation of departed personnel.

5. Campaign Creation and Management Standards

5.1 Lawful Campaigns Only. You may not create campaigns that are unlawful, deceptive, fraudulent, unsafe, discriminatory, or that violate third-party rights.

5.2 Truthful Marketing Inputs. You are solely responsible for accuracy and legality of campaign statements, claims, offers, warranties, prizes, discount terms, affiliate links, and disclosures.

5.3 Deliverables and Timelines. You must define deliverables clearly and in good faith, and may not materially alter requirements after Athlete reliance unless the Athlete confirms acceptance of revised terms.

5.4 Content Restrictions. You may not require content that:

• infringes copyright, trademark, or personality rights,
• misuses protected health information,
• includes defamatory, deceptive, extremist, adult, non-consensual, hateful, or violent content,
• violates advertising or consumer-protection laws.

5.5 Campaign Status. A campaign is published only when required fields and validation gates in the workflow are complete.

5.6 Campaign Integrity. You may not require fake engagement practices, deceptive representation, impersonation, or manipulation of outcomes.

6. Offers, Messaging, and Athlete Engagement

6.1 Offer Records. All offer terms (compensation, scope, timing, revisions, usage rights) should be documented in the Platform offer tools. Off-platform side deals are prohibited.

6.2 Professional Conduct. Communication with Athletes must remain professional and non-harassing.

6.3 No Contact Circumvention. You may not solicit, contact, negotiate with, or pay Athletes outside the Platform for matters related to an active campaign or during the non-circumvention period in Section 14, or request that an Athlete bypasses Platform reporting or payment workflows.

6.4 Message-Only Basis. Platform messaging is for campaign coordination. Do not transmit malware, phishing content, threats, or sensitive credentials.

6.5 Evidence and Records. Messaging, status updates, and approvals may be used as records in disputes and compliance reviews.

7. Contracts, Signatures, and Milestones

7.1 Electronic Signatures. By enabling e-signatures, you agree electronic signatures, signer names, timestamps, IP, and device data are legally binding under E-SIGN and equivalent law.

7.2 Acceptance Accuracy. You must promptly review and accept only terms you intend to be bound by. Once accepted, you should honor terms unless you and the Athlete agree to amendments through the Platform.

7.3 Contract Statuses. A contract may transition through draft, pending signature, active, completed, cancelled, and voided statuses based on actions and available workflow options.

7.4 Milestones and Deliverables. Milestones define progress and acceptance criteria. You are responsible for accurate approvals and good-faith updates.

7.5 Recordkeeping. You should retain your own contract records for internal compliance and tax obligations.

7.6 Platform Role Clarification. The Platform facilitates workflows and payment rails but is not a party to campaign performance obligations between you and an Athlete unless separately stated in a written agreement.

7.7 No Agency / Employment / Fiduciary Relationship. These Brand Terms do not create an agency, partnership, joint venture, employment, or fiduciary relationship. You and each Athlete are independent parties.

7.8 Contract Governance. A signed Contract governs campaign-specific rights and obligations to the extent not conflicting with these Brand Terms.

8. FTC, NIL, and Advertising Compliance

8.1 Endorsements and Testimonials. You are responsible for all legal disclosures and claims required by FTC guidance and applicable state laws.

8.2 Truth-In-Advertising. You must not publish materially misleading or unsubstantiated claims.

8.3 Prohibited Practices. You are responsible for compliance with:

• Section 5 of the FTC Act,
• CAN-SPAM for commercial email,
• federal and state consumer-protection rules, and
• product-specific substantiation obligations.

8.4 NIL and Athlete Governance. You are responsible for NIL, eligibility, consent, and institutional or league rules governing participating Athletes.

8.5 No Platform Assumption of Talent Obligations. The Platform provides enabling tools only and is not legally responsible for your NIL or endorsement compliance.

8.6 Jurisdictional Expansion. For campaigns run outside the United States, you remain responsible for all local legal and advertising obligations.

9. Rights in Content and Intellectual Property

9.1 Your Content. You retain ownership of your Content unless expressly assigned elsewhere. You grant us a non-exclusive, worldwide, royalty-free license to host, process, display, and back up such Content to provide the services.

9.2 Athlete Content. You acknowledge athletes own their pre-existing Content and rights unless a signed Contract assigns or licenses rights.

9.3 Rights for Campaign Deliverables. By approving campaign Content, you are responsible for ensuring the Contract includes rights needed for your intended use across all channels. Athletes represent they have required rights to grant those uses.

9.4 Protected Material. Do not upload logos, music, or media you are not authorized to use.

9.5 Copyright Claims. If we receive a valid third-party copyright claim, we may remove or disable access to challenged Content. You remain responsible for the legality of content you submit.

9.6 Feedback License. Any suggestions, bug reports, or improvement feedback you provide may be used by us on a perpetual, non-exclusive, royalty-free, worldwide basis.

9.7 Campaign Completion and Rights Scope. Post-campaign rights and licenses remain governed by the underlying Contract and are not expanded by continued storage or reporting access.

9.8 IP Escalation. Material third-party IP disputes may justify additional warranties, holds, or delayed milestone approvals as needed to mitigate risk.

10. Subscription, Billing, and Fees

10.1 Plans and Billing. You authorize subscription charges according to your selected plan tier and agreed add-ons.

10.2 No Refunds, No Proration. All subscription fees are non-refundable and non-prorated for partial billing periods. Cancellation stops only future renewals.

10.3 Transaction / Platform Fees. All transaction fees and platform fees, once assessed or incurred (including payment-processing costs), are non-refundable.

10.4 Chargebacks and Processor Disputes. Chargebacks are initiated by the card issuer or cardholder and processed through our payment processor. While a chargeback is pending, we may suspend access and related features.

10.5 Chargeback Costs. To the extent permitted by law and processor terms, you are responsible for associated chargeback fees, penalties, and related expenses.

10.6 Athlete Compensation Funds. Once athlete compensation is released and paid out, those payments are non-refundable operationally and contractually.

10.7 Taxes. You are responsible for taxes where applicable.

10.8 Payment Information. You must keep valid payment details on file. Payment failures may pause or suspend services.

10.9 Changes and Upgrades. You may change plan type if available; pricing and feature limits apply under the new plan terms.

10.10 Minimum-Term Commitments. If your tier has a minimum term, you remain subscribed through that term unless we agree to an earlier change.

10.11 Payment Failure and Delinquency. We may retry charges, hold your account, and suspend non-essential features for non-payment.

10.12 Setoff Rights. We may set off amounts owed by you against future credits, prepayments, or amounts otherwise payable to you where permitted by law.

10.13 No Cross-Offset Against Athlete Payouts. Unless required by law, you may not offset subscription or platform charges against athlete compensation amounts.

10.14 Disputed Charges. Invoiced disputes must be submitted in writing within 30 days. Disputes do not suspend payment obligations unless required by law or processor policy.

10.15 Service Credits. Any credits offered by us are discretionary, non-cash, non-transferable, and not substitutes for refunds.

11. Analytics and Brand Minisite

11.1 Brand Minisite Data. You authorize collection and processing of interaction data for platform operation and reporting.

11.2 Aggregated/Anonymized Use. You allow use of aggregated and anonymized analytics for benchmarking, product improvements, and limited marketing.

11.3 Public-Only Content. Minisite content must be public-facing and lawful.

11.4 Performance Data Accuracy. Use analytics as internal inputs only and confirm decisions against your own records.

11.5 Availability and Performance. We do not guarantee uptime. During major unplanned outages, we may, where commercially reasonable, apply reasonable account or billing accommodations.

12. Export Compliance, Conduct, Fraud, and Security

12.1 Sanctions and AML Compliance. You must comply with applicable U.S. sanctions, anti-corruption, and anti-money-laundering controls.

12.2 Prohibited Payments. You may not use the Platform to facilitate prohibited payments, deception, or bribery.

12.3 Anti-Scraping and Abuse. You may not scrape, reverse engineer, automate beyond permitted API usage, or otherwise impair services.

12.4 Sanctions Evasion. You may not route transactions to evade sanctions controls, payment restrictions, or fee controls. We may suspend processing immediately on reasonable suspicion.

12.5 Fraud and Abuse. Suspected fraud, fake engagement, money-laundering activity, or deceptive practices may trigger investigation, payout holds, account restrictions, and cooperation requests.

12.6 Forensic Review. We may require records preservation and reasonable responses to fraud or integrity investigations.

12.7 Security Incident Response. You will promptly notify us of suspected unauthorized access or misuse of your Brand account and cooperate in remediation.

13. Privacy, Confidentiality, Data Use, and Processing

13.1 Athlete Data Restriction. Athlete Data, including contact details and performance history visible to you, may be used only for evaluating and operating campaigns on the Platform.

13.2 Use and Distribution Limits. Athlete-related information may not be used to build external marketing lists, resold, shared for unauthorized purposes, or used for marketing outside the Platform without our written consent.

13.3 Confidential Information Handling. Brand Data and Athlete Data access is restricted to authorized users and must be protected with reasonable administrative and technical controls.

13.4 Privacy Policy Control. Your use of platform data is also governed by the Privacy Policy.

13.5 Third-Party Providers. The Platform relies on third-party providers for payment, hosting, analytics, and communication infrastructure. Their terms may apply. We may change providers or integrations.

13.6 Data Processing Roles. To the extent we process personal data on your behalf at your direction, we act as your data processor for those instructions. A separate DPA may be issued for enterprise arrangements and, where applicable, forms part of your agreement.

13.7 Security and Retention. We maintain commercial security measures and retain data based on platform policies, legal obligations, and operational needs.

13.8 Breach Cooperation. We will follow applicable legal timelines and coordinate required notifications for qualifying personal-data incidents in connection with platform operation.

13.9 Data Requests. You may request access, correction, or deletion requests as permitted by law and platform policies.

13.10 Prohibited Exports. You may not export personal data or athlete information for unauthorized purposes.

14. Non-Circumvention and Anti-Bypass

14.1 Restriction Period. You will not directly or indirectly arrange campaign-related compensation, work, or communication with an Athlete outside the Platform during the campaign term and for twelve (12) months after conclusion.

14.2 Pre-Existing Relationships. Documented relationships existing before your Platform introduction may be excluded if disclosed.

14.3 Cure Period. We may provide written notice and 10 business days to cure a potential breach. If unresolved, we may pursue contractual remedies, including suspension and termination.

14.4 Audit Rights. Where permitted by law and after notice, you will cooperate with good-faith audit requests to verify compliance.

14.5 Injunctive Relief and Survival. This section survives termination. We may seek injunctive relief in court for non-circumvention and related IP/confidentiality breaches without waiving arbitration provisions.

14.6 Liquidated Damages.

• For a confirmed and willful material breach: first confirmed breach per Athlete: greater of 120% of total compensation paid or owed under the affected campaign, or $25,000.
• Repeated breach with same Athlete within 12 months: greater of 200% of total compensation paid or owed under affected campaigns, or $50,000.
• The parties agree these are reasonable estimates of actual damages and not a penalty. They are cumulative with injunctive relief where permitted and do not limit claims for proven direct damages.

14.7 Forensic Cooperation. If circumvention is alleged, you will preserve logs and records and provide good-faith cooperation with review.

15. Moderation, Safety, and Enforcement

15.1 We may review content, campaigns, messages, and uploads for compliance and safety.

15.2 We may suspend or remove campaigns, messages, or accounts that violate law, policy, or security.

15.3 Active campaign access may be limited for unresolved compliance, fraud, or security risk.

15.4 We may recover reasonable costs for repeated abuse, misuse of support channels, fraudulent disputes, and willful non-compliance.

15.5 We may place holds on payouts or feature access during investigation, disputes, or Critical Events.

15.6 We may escalate to warning, temporary restriction, probation, or termination depending on seriousness and recurrence.

16. Representations, Warranties, and Indemnity Allocation

16.1 Your Warranties. You represent that:

• you are authorized to bind the Brand,
• account data is true and complete,
• you own or have rights to materials and claims used,
• your campaign and payment practices are legal,
• you will not use the Platform for fraud or deceptive conduct.

16.2 Brand Indemnity. You will defend and indemnify us against claims, damages, fines, and costs (including attorneys"' fees) arising from breaches and misuse.

16.3 Contested Indemnity. Contested indemnifies you only for third-party losses caused solely by its intentional misconduct or negligent misrepresentation in direct service performance, subject to contractual limits.

16.4 Athlete Risk Allocation. Risks tied to performance, false statements, and athlete-generated content remain primarily with the Brand and Athlete as allocated in each Contract.

16.5 Cooperation. All parties shall cooperate in investigations and mitigation of third-party claims.

16.6 No Implied Admission. Cooperation is without admission of liability.

17. Limitation of Liability

17.1 To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, including lost profits.

17.2 Our total aggregate liability for claims related to Brand account use is limited to fees paid to Contested by you in the preceding twelve (12) months (plus undiscounted platform credits where applicable), excluding athlete compensation amounts paid through payment rails.

17.3 We do not guarantee campaign outcomes, third-party talent performance, or revenue impact.

17.4 This section excludes liabilities for willful misconduct, fraud, misuse of sensitive information, or non-excludable statutory rights.

17.5 Disclaimer of Warranties. The Platform is provided on an as-is and as-available basis, except where mandatory law requires otherwise.

17.6 You are responsible for legal review of each campaign and contract before publication.

17.7 Business Interruption. Neither party is liable for revenue loss, user attrition, or campaign schedule impact due to outages, delays, processor incidents, or force majeure, except where expressly required by law and subject to Section 17.2.

17.8 Credit Setoff Clarification. Setoff and credits in Section 10 do not increase or extend any party's damages rights.

18. Disputes, Governing Law, and Venue

18.1 Governing Law. These Brand Terms are governed by U.S. law and the laws of the State of Illinois.

18.2 Dispute Resolution. Unresolved disputes after 30 days of notice may be resolved by final and binding arbitration under the Federal Arbitration Act before the AAA under its commercial rules, by one arbitrator in Chicago, Illinois.

18.3 Arbitration Exceptions. Arbitration does not apply to:

• small claims where legally unavailable,
• claims for injunctive or equitable relief including IP and non-circumvention,
• or non-arbitrable claims under law.

18.4 Class-Action Waiver. YOU AND WE WAIVE ANY RIGHT TO A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY-GENERAL ACTION.

18.5 Court Relief. Either party may seek injunctive relief for confidentiality, IP, fraud, and non-circumvention violations without waiving arbitration.

18.6 International Use Notice. If you access the Platform outside the United States, you still consent to Illinois law and Chicago venue unless local mandatory law applies.

18.7 Force Majeure. Neither party is liable for failure caused by events beyond reasonable control, including natural disasters, government action, labor disruptions, major infrastructure failures, payment processor outages, cyber incidents, or severe security events.

18a. Assignment, Severability, Waiver, and Entire Agreement

18a.1 Assignment. You may not assign these Brand Terms without our consent except to affiliates or in internal reorganizations. We may assign to affiliates or successors in connection with merger, acquisition, reorganization, or sale of substantially all assets.

18a.2 Severability. If any provision is found invalid or unenforceable, the remainder remains enforceable.

18a.3 Waiver. Failure to enforce is not a waiver of future enforcement.

18a.4 Entire Agreement. These Brand Terms and the incorporated documents in Section 0 are the complete agreement for Brand features.

18a.5 Amendments. Any amendment to these Brand Terms is valid only if written by us (or posted with notice where permitted).

19. Termination and Suspension

19.1 By You. You may close your Brand account per account tools and billing workflow.

19.2 By Us. We may suspend or terminate for non-payment, policy violations, compliance risk, Critical Events, or misuse.

19.3 Effect of Termination. All accrued payment obligations survive. Archived records may be retained as required by law or safety.

19.4 Survival. Sections 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 18a, 21, and 22 survive termination.

19.5 Critical Event Closeout. Termination following a Critical Event does not affect your obligation to cover audit, defense, and remediation costs, as allowed by law.

20. Amendments

We may update these Brand Terms with reasonable notice. Changes take effect on the posting date or a later stated date. Continued use after updates constitutes acceptance.

21. Contact

For legal or compliance notices, send to:

• Email: legal@Contested.com
• Mailing Address: 14 N Peoria Street, Chicago, IL 60607
• Attention: Legal Department / Terms and Conditions

22. Notices

22.1 Brand to Contested Notices. Use the contact details above or certified mail/courier. Notice is deemed received when:

• sent by email and not returned, or
• third-party courier on the second business day after delivery attempt or pickup.

22.2 Contested to Brand Notices. Sent to your account email and/or registered billing address.

22.3 Address Maintenance. Keep all account email and postal contact information current. Improper notice due to outdated details does not excuse your obligations.

22.4 Dispute and Arbitration Service. Arbitration and dispute notices must follow this section unless overridden by the applicable arbitral institution.

23. Notice and Acceptance by Organization

If you are accepting these Brand Terms on behalf of an organization, you represent you are authorized to bind that organization.

Use and onboarding proceed only after acceptance in the onboarding flow or account activation.

Acknowledgment: By registering and using Brand features, you confirm you have read, understood, and agreed to these Brand Terms.