Terms of Service

1. Nature of Service

nilportal.io is a compliance readiness analysis platform that provides automated evaluation of Name, Image, and Likeness (NIL) agreements using the patent-pending Explain – Reason – Verify™ (ERV) framework. The platform is designed as a decision-support tool that surfaces regulatory observations, assessment scores, and structured evidence for institutional review. nilportal.io is not a law firm and does not provide legal services.

2. Definitions

"Service" means the nilportal.io compliance readiness analysis platform, including all features, reports, assessment scores, and evidence documentation. "Customer" or "User" means the subscribing institution or authorized individual accessing the Service. "Licensed Technology" means the Explain–Reason–Verify™ (ERV) framework and related patent applications, trademarks, methods, and know-how, owned by Shawn Rollins and licensed to nilportal.io LLC for operation, improvement, marketing, and sublicensing of the Service. "Customer Data" means all information submitted by Users to the platform, including deal information, athlete data, and contract terms. "Platform Outputs" means all assessment scores, flagged items, regulatory citations, evidence summaries, reports, and other analytical observations generated by the Service.

3. No Legal Advice

nilportal.io does not provide legal advice, legal opinions, compliance certifications, or compliance determinations of any kind. All Platform Outputs are analytical observations intended to support, not replace, the independent judgment of qualified compliance professionals and legal counsel. No output from nilportal.io should be construed as a legal opinion or compliance certification. nilportal.io is not a law firm, does not employ attorneys for the purpose of providing legal advice, and no attorney-client relationship is created by use of the Service.

4. No Federal Endorsement

Platform Outputs do not constitute compliance with any federal executive order, federal agency guidance, or federal funding requirement. Institutions are solely responsible for all federal compliance determinations. nilportal.io is not affiliated with, endorsed by, or acting on behalf of any federal agency. References to federal regulations, executive orders, or federal compliance requirements within the platform are for informational and analytical purposes only.

5. No Endorsement or Guarantee of Acceptance

Platform Outputs, including NIL Go Readiness scores and assessment scores, are internal analytical benchmarks only. They do not constitute approval, certification, or a guarantee of acceptance by the NCAA, College Sports Commission (CSC), any conference, state regulator, or the federal government. nilportal.io is independent of and not affiliated with the CSC. No Platform Output should be interpreted as a prediction or guarantee of any regulatory outcome.

6. No Reliance

Users may not rely solely on nilportal.io outputs for compliance decisions, regulatory submissions, or institutional actions. All outputs are provided for informational and institutional reference purposes only. Users must independently verify all information, consult qualified legal counsel, and exercise independent professional judgment before taking any action based on Platform Outputs.

7. User Responsibilities

Users agree to: (a) provide accurate and complete information when using the platform; (b) independently review and verify all Platform Outputs before taking institutional action; (c) use the platform in compliance with applicable laws, regulations, and institutional policies; (d) maintain the confidentiality of their account credentials; and (e) ensure that all compliance determinations and submission decisions are made by qualified institutional personnel. Misuse of the platform, submission of false information, or unauthorized access is prohibited.

8. Institutional Decision Authority

The subscribing institution retains sole and final authority over all NIL deal decisions, compliance determinations, and regulatory submissions. nilportal.io does not approve, reject, certify, or clear any NIL agreement. All institutional actions taken in connection with Platform Outputs are the exclusive responsibility of the institution and its authorized compliance professionals.

9. Data Accuracy Disclaimer

nilportal.io analyzes information provided by Users and retrieved from publicly available regulatory sources. The platform does not guarantee the accuracy, completeness, or timeliness of any data, including user-provided deal information, regulatory text, or policy citations. Users are responsible for verifying the accuracy of all information submitted to and generated by the platform.

10. AI-Assisted Analysis and Human Review

nilportal.io uses AI-assisted analysis, including regulatory language retrieval and pattern matching, to generate compliance observations. These outputs may not always be complete, current, or applicable to every situation. All Platform Outputs must be independently reviewed by qualified compliance professionals before any institutional decision is made. The platform is designed to augment, not replace, human compliance review.

11. Third-Party AI Services

The Service utilizes third-party AI models and cloud infrastructure which may be updated, changed, or discontinued. nilportal.io will provide reasonable notice of material changes to underlying AI infrastructure. nilportal.io is not liable for service disruptions, output changes, or failures attributable to third-party providers including but not limited to Google Cloud Platform, Vertex AI, and Firebase.

12. SHA-256 Audit Trail Limitation

SHA-256 hash records generated by the platform provide tamper-evidence of document integrity at the time of generation. They do not constitute legal admissibility, chain-of-custody certification, or a guarantee of evidentiary weight in any legal, arbitral, or regulatory proceeding. Admissibility and evidentiary weight are determined solely by the applicable tribunal or regulatory body.

13. FERPA Compliance

nilportal.io is designed to operate in compliance with the Family Educational Rights and Privacy Act (FERPA). The platform processes student-athlete information solely for the purpose of compliance evaluation within the subscribing institution's authorized workflow. Institutions are responsible for ensuring that their use of the platform complies with FERPA and any applicable state privacy laws.

14. Privacy, Security, and Data Processing

The Privacy Policy and Security Overview are incorporated by reference and form part of this Agreement. For institutions requiring a Data Processing Addendum (DPA), nilportal.io will execute a DPA upon request. In the event of a confirmed Security Incident involving Customer Data, nilportal.io will notify the Customer without undue delay and no later than 72 hours after confirmation of the incident.

15. Data Sourcing

nilportal.io indexes publicly available athletic roster data from official institutional athletics directories to reduce onboarding friction. No proprietary or non-public student-athlete data is collected without explicit institutional authorization.

16. Regulatory Environment

NIL regulations vary across federal, state, conference, and institutional levels and are subject to change, including through executive orders, legislation, and judicial decisions. nilportal.io makes reasonable efforts to maintain current regulatory references but cannot guarantee that all regulatory changes are reflected in real time. Users should independently verify the current status of applicable regulations.

17. Regulatory Independence

nilportal.io is an independent technology provider. The platform is not affiliated with, endorsed by, or operated in connection with the National Collegiate Athletic Association (NCAA), the College Sports Commission (CSC), or any state or federal regulatory body. Platform Outputs do not represent the views, determinations, or approvals of any regulatory organization.

18. Platform Neutrality

nilportal.io operates as a neutral analytical platform. It does not promote, facilitate, or participate in NIL deal negotiations. The platform does not endorse any NIL agreement, sponsor, athlete, or institution.

19. Intellectual Property

The Licensed Technology, including the ERV framework, scoring methodology, SHA-256 audit trail architecture, and all associated documentation, is owned by Shawn Rollins and licensed to nilportal.io LLC. Shawn Rollins grants nilportal.io LLC a perpetual, irrevocable, worldwide, transferable, royalty-free license to the Licensed Technology for operation, improvement, marketing, and sublicensing of the Service. Customers receive a limited, non-exclusive, non-transferable sublicense to use the Service and resulting reports solely for their internal compliance processes. The Explain – Reason – Verify™ framework is the subject of a pending patent application. Unauthorized reproduction, reverse engineering, or commercial use of platform technology is prohibited.

20. Limitation of Liability

nilportal.io provides analytical support and evidence generation only and does not participate in or control institutional decision-making processes. nilportal.io LLC is not liable for any decisions, actions, or omissions made by Users or institutions based on Platform Outputs. Users assume full responsibility for how Platform Outputs are interpreted and used. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NILPORTAL.IO LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF FUNDING, REGULATORY PENALTIES, ELIGIBILITY DETERMINATIONS, OR REPUTATIONAL HARM. TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE USER FOR PLATFORM ACCESS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

21. Indemnification

Users agree to indemnify, defend, and hold harmless nilportal.io LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or related to: (a) misuse of the platform; (b) submission of false, incomplete, or misleading information; (c) violation of applicable laws, regulations, or institutional policies; or (d) use of Platform Outputs in a manner inconsistent with these Terms. nilportal.io LLC does not assume responsibility for, and will not defend or indemnify, any decisions, actions, or outcomes resulting from User use of or conclusions drawn from Platform Outputs.

22. No Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NILPORTAL.IO LLC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

23. Acceptable Use

Users shall not: (a) use the platform for any unlawful purpose; (b) attempt to reverse engineer, decompile, or disassemble any portion of the platform; (c) share account credentials with unauthorized individuals; (d) submit false or misleading information; (e) use the platform to facilitate pay-for-play arrangements or other prohibited activities; or (f) attempt to circumvent any security measures or access controls.

24. Beta Features

nilportal.io may offer preview or beta features that are provided "as is" without warranty or support commitment. Beta features may be modified, suspended, or discontinued at any time without notice. Beta features are excluded from any service level commitments.

25. Platform Availability

nilportal.io is hosted on Google Cloud Platform and is designed for reliable availability. We do not guarantee uninterrupted access and are not liable for service interruptions, data loss, or performance issues beyond our reasonable control.

26. Government Entities

For public institutions subject to state sovereign immunity laws, the arbitration, venue, and indemnification provisions of this Agreement apply only to the extent permitted by applicable state law. Where inconsistent with mandatory state law, the institution's required terms govern dispute resolution.

27. Google Cloud Marketplace

For Customers who subscribe to the Service through Google Cloud Marketplace, the Marketplace billing and termination terms shall control with respect to billing and subscription management. This Agreement governs all other aspects of product use, data handling, and liability.

28. Termination

nilportal.io LLC reserves the right to suspend or terminate User access at any time, with or without cause, upon reasonable notice. Upon termination, the User's right to access the platform ceases immediately. Provisions regarding limitation of liability, indemnification, intellectual property, no warranty, and audit trail limitations shall survive termination.

29. Force Majeure

nilportal.io LLC shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, cyberattacks, pandemic, supply chain failures, or disruptions to third-party infrastructure services.

30. Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association, conducted in Salt Lake County, Utah. Each party shall bear its own costs. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction. For Government Entities, see Section 26.

31. Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles.

32. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

33. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between nilportal.io LLC and any User or subscribing institution.

34. Entire Agreement

These Terms, together with the Privacy Policy and any applicable Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior representations, agreements, and understandings, whether written or oral.

35. Changes to Terms

nilportal.io LLC may update these Terms periodically. Material changes will be communicated through the platform or via email. Continued use of the platform following notice of changes constitutes acceptance of the updated Terms.

36. Contact

For questions regarding these Terms of Service, contact us at legal@nilportal.io.

nilportal.io provides automated compliance analysis for institutional review. This platform does not provide legal advice or compliance determinations. Final decisions remain the sole responsibility of the subscribing institution.