User Agreement

Our mission is to revolutionize the college athletics transfer process by empowering athletes and coaches with a streamlined, efficient, and accessible platform. We aim to increase visibility and opportunities for athletes, enhance communication and transparency in recruitment, and build a more effective transfer ecosystem that connects the right players with the right programs. Through innovative technology and a commitment to user-focused solutions, we strive to make the transfer process smoother, more transparent, and beneficial for both sides of college athletics.. Our services are designed to promote opportunity for our members by enabling college athletes and coaches to meet, learn, find opportunities (or players), and make decisions in a network of trusted relationships.

1.1 Contract

When you use our Services you agree to all of these terms. Your use of our Services is also subject to our Cookie Policy and our Privacy Policy, which covers how we collect, use, share, and store your personal information.

By creating or linking to an UpNext account or accessing or using our Services (described below), you are agreeing to enter into a legally binding contract with UpNext (even if you are using third party credentials or using our Services on behalf of a company, university or other institution). If you do not agree to this contract (“Contract” or “User Agreement”), do not create an account or access or otherwise use any of our Services. If you wish to terminate this Contract at any time, you can do so by closing your account and no longer accessing or using our Services.

Services

This Contract applies to all UpNext-related sites, apps, communications, and other services that state that they are offered under this Contract (“Services”), including the offsite collection of data for those Services.

UpNext

You are entering into this Contract with UpNext Athletics, Inc. (also referred to as “we” and “us”), and we will be the controller of (or business responsible for) your personal data provided to, or collected by or for, or processed in connection with our Services. As a Visitor or Member of our Services, the collection, use, and sharing of your personal data is subject to our Privacy Policy, our Cookie Policy and other documents referenced in our Privacy Policy, and updates. You acknowledge and have read our Privacy Policy.

1.2 Members and Visitors

This Contract applies to Members and Visitors. When you register, join, link to ,and/or otherwise utilize the UpNext Services, you become a “Member”. If you have chosen not to register for our Services, you may access certain features as a “Visitor.”

1.2 Members and Visitors

This Contract applies to Members and Visitors. When you register, join, link to ,and/or otherwise utilize the UpNext Services, you become a “Member”. If you have chosen not to register for our Services, you may access certain features as a “Visitor.”

1.3 Changes

We may make changes to this Contract. We may modify this Contract, our Privacy Policy and our Cookie Policy from time to time. If required by applicable law or we make material changes to this Contract, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any of these changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

2. Obligations

2.1 Service Eligibility

Here are some promises that you make to us in this Contract: You’re eligible to enter into this Contract and you are at least our “Minimum Age.” The Services are not for use by anyone under the age of 16. To use the Services, you agree that: (1) you must be the "Minimum Age"(described below) or older; (2) you will only have one UpNext account, which must be in your real name; and (3) you are not already restricted by UpNext from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 16. “Minimum Age” means 16 years old. However, if law requires that you must be older in order for UpNext to lawfully provide the Services to you without parental consent (including using your personal data) then the Minimum Age is such older age.

2.2 Your Account

You will keep your password a secret. You will not share your account with anyone else and will follow our policies and the law. Members are account holders. You agree to: (1) protect against wrongful access to your account (e.g., use a strong password and keep it confidential); (2) not share or transfer your account or any part of it (e.g., sell or transfer the personal data of others by transferring your connections); and (3) follow the law, our list of Dos and Don’ts (below), and our Community Policies. You are responsible for anything that happens through your account unless you close it or report misuse. As between you and others (including your current university, if applicable), your account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

2.3 Payment

To the extent applicable, you’ll honor your payment obligations and you are okay with us storing your payment information. You understand that there may be fees and taxes that are added to our prices. We may modify our prices prospectively, and we do not offer refunds. If you buy any of our paid Services, you agree to pay us the applicable fees and taxes and you agree to the additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that: We may store and continue billing your payment method (e.g., credit card), even after it has expired, to avoid interruptions in your paid Services and to use it to pay for other Services you may buy. You may update or change your payment method. If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your paid subscription Services. We may modify our prices effective prospectively upon reasonable notice to the extent allowed under the law. We may calculate taxes payable by you based on the billing information that you provide us. You can get a copy of your invoice through your UpNext account settings under “Purchase History”.

2.4 Notices and Messages

You’re okay with us providing notices and messages to you through our websites, apps, and contact information. If your contact information is out of date, you may miss out on important notices. You agree that we will provide notices and messages to you in the following ways: (1) within the Services or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. Please review your settings to control and limit messages you receive from us.

2.5 Sharing

When you share information on our Services, others can see, copy and use that information. Our Services allow sharing of information (including content) in many ways, such as through your profile, posts, articles, messages, etc. Depending on the feature and choices you make, information that you share may be seen by other Members, Visitors, or others (on or off of the Services). Where we have made settings available, we will honor the choices you make about who can see content or other information (e.g., message content to your addressees, sharing content only to UpNext connections, restricting your profile visibility from search tools, or opting not to notify others of your UpNext profile update). For recruitment activities, we default to not notifying your connections or the public. So, if you apply for an opportunity through our Services or opt to signal that you are interested in an opportunity, our default is to share it only with the relevant coaches connected to that opportunity. To the extent that laws allow this, we are not obligated to publish any content or other information on our Services and can remove it with or without notice.

3. Rights and Limits

3.1. Your License to UpNext

You own all of your original content that you provide to us, but you also grant us a non-exclusive license to it. We’ll honor the choices you make about who gets to see your content, including how it can be used for ads. As between you and UpNext, you own your original content that you submit or post to the Services. You grant UpNext and our affiliates the following non-exclusive license to the content and other information you provide (e.g., share, post, upload, and/or otherwise submit) to our Services: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publicly perform and display, host, and process your content and other information (including, without limitation, your name, institution or university, and other related information) without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways: You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you (1) shared it with others as part of the Services and they copied, re-shared it or stored it, (2) we had already sublicensed others prior to your content removal or closing of your account, or (3) we are required by law to retain or share it with others, and (b) for the reasonable time it takes to remove from backup and other systems. We will not include your content in advertisements for the products and services of third parties to others without your separate consent (including sponsored content). However, without compensation to you or others, ads may be served near your content and other information, and your social actions may be visible and included with ads, as noted in the Privacy Policy. If you use a Service feature, we may mention that with your name or photo to promote that feature within our Services, subject to your settings. We will honor the audience choices for shared content (e.g., “Connections only”). For example, if you choose to share your post to "Anyone on or off UpNext" (or similar): (a) we may make it available off UpNext; (b) we may enable others to publicly share onto third-party services (e.g., a Member embedding your post on a third party service); and/or (c) we may enable search tools to make that public content findable though their services. While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type, and removing or adding labels or metadata), we will take steps to avoid materially modifying the meaning of your expression in content you share with others. Because you own your original content and we only have non-exclusive rights to it, you may choose to make it available to others. You and UpNext agree that if content includes personal data, it is subject to our Privacy Policy. You and UpNext agree that we may access, store, process, and use any information (including content and/or personal data) that you provide in accordance with the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding our Services to UpNext, you agree that UpNext can use and share (but does not have to) such feedback for any purpose without compensation to you. You promise to only provide content and other information that you have the right to share and that your UpNext profile will be truthful. You agree to only provide content and other information that does not violate the law or anyone’s rights (including intellectual property rights). You have choices about how much information to provide on your profile but also agree that the profile information you provide will be truthful. UpNext may be required by law to remove certain content and other information in certain countries.

3.2 Service Availability

We may change or limit the availability of some features, or end any Service. We may change, suspend or discontinue any of our Services. We may also limit the availability of features, content and other information so that they are not available to all Visitors or Members (e.g., by country or by subscription access). We don’t promise to store or show (or keep showing) any information (including content) that you’ve shared. UpNext is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or other information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

3.3 Other Content, Sites and Apps

Your use of others’ content and information posted on our Services, is at your own risk. Others may offer their own products and services through our Services, and we aren’t responsible for those third-party activities. Others’ Content: By using the Services, you may encounter content or other information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. You agree that we are not responsible for content or other information made available through or within the Services by others, including Members. While we apply automated tools to review much of the content and other information presented in the Services, we cannot always prevent misuse of our Services, and you agree that we are not responsible for any such misuse. You also acknowledge the risk that others may share inaccurate or misleading information about you or your organization, and that you or your organization may be mistakenly associated with content about others, for example, when we let connections and followers know you or your organization were mentioned in the news. Others’ Products and Services: UpNext may help connect you to other Members who offer you opportunities (on behalf of themselves, their organizations, or others). You acknowledge that UpNext does not perform these offered services, employ those who perform these services, or provide these offered products. You further acknowledge that UpNext does not supervise, direct, control, or monitor Members in the making of these offers, or in their providing you with opportunities and you agree that (1) UpNext is not responsible for these offers, or performance or procurement of them, (2) UpNext does not endorse any particular Member’s offers, and (3) UpNext is not an agent or employment agency on behalf of any Member offering any opportunities. With respect to athletic-related opportunities, UpNext does not make recruitment decisions on behalf of Members offering opportunities and does not have such authority from Members or organizations using our products. For Members who are coaches or other university (or college) representatives or agents, (a) you must be at least 18 years of age to offer, promote or otherwise solicit interest in opportunities, and (b) you represent and warrant that you have all the required licenses and will provide services consistent with the relevant industry standards and our Community Policies. Others’ Events: Similarly, UpNext may help you register for and/or attend events organized by Members and connect with other Members who are attendees at such events. You agree that (1) UpNext is not responsible for the conduct of any of the Members or other attendees at such events, (2) UpNext does not endorse any particular event listed on our Services, (3) UpNext does not review and/or vet any of these events or speakers, and (4) you will adhere to the terms and conditions that apply to such events.

3.4 Limits

We have the right to limit how you connect and interact on our Services. UpNext reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. UpNext reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Dos and Don’ts or Community Policies). We can also remove any content or other information you shared if we believe it violates our Community Policies or Dos and Don’ts or otherwise violates this Contract.

3.5 Intellectual Property Rights

We’re providing you notice about our intellectual property rights. UpNext reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. UpNext, and related logos and other UpNext trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of UpNext.

3.6 Recommendations and Automated Processing

We use data and other information about you to make and order relevant suggestions and to generate content for you and others. Recommendations: We use the data and other information that you provide and that we have about Members and content on the Services to make recommendations for connections, content, ads, and features that may be useful to you. We use that data and other information to recommend and to present information to you in an order that may be more relevant for you. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant. Generative AI Features: By using the Services, you may interact with features we offer that automate content generation for you. The content that is generated might be inaccurate, incomplete, delayed, misleading or not suitable for your purposes. Please review and edit such content before sharing with others. Like all content you share on our Services, you are responsible for ensuring it complies with our Community Policies, including not sharing misleading information. The Services may include content automatically generated and shared using tools offered by UpNext or others off UpNext. Like all content and other information on our Services, regardless of whether it's labeled as created by “AI”, be sure to carefully review before relying on it.

4. Disclaimer and Limit of Liability

4.1 No Warranty

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services. UPNEXT AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UPNEXT AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 Exclusion of Liability

These are the limits of legal liability we may have to you. TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS UPNEXT HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), UPNEXT, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. UPNEXT AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO UPNEXT FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000.

4.3 Basis of the Bargain; Exclusions

The limitations of liability in this Section 4 are part of the basis of the bargain between you and UpNext and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if UpNext or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY OR FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OR IN CASES OF NEGLIGENCE, WHERE A MATERIAL OBLIGATION HAS BEEN BREACHED. A MATERIAL OBLIGATION BEING AN OBLIGATION WHICH FORMS A PREREQUISITE TO OUR DELIVERY OF SERVICES AND ON WHICH YOU MAY REASONABLY RELY, BUT ONLY TO THE EXTENT THAT THE DAMAGES WERE DIRECTLY CAUSED BY THE BREACH AND WERE FORESEEABLE UPON CONCLUSION OF THIS CONTRACT AND TO THE EXTENT THAT THEY ARE TYPICAL IN THE CONTEXT OF THIS CONTRACT.

5. Termination

We can each end this Contract, but some rights and obligations survive. Both you and UpNext may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination: Our rights to use and disclose your feedback; Section 3 (subject to 3.1.1); Sections 4, 6, 7, and 8.2 of this Contract; and Any amounts owed by either party prior to termination remain owed after termination.

6. Governing Law and Dispute Resolution

In the unlikely event we end up in a legal dispute, depending on where you live, you and UpNext agree to resolve it in Delaware courts using Delaware laws. You and UpNext both agree that all claims and disputes can be litigated only in the federal or state courts in Delaware, USA, and you and UpNext each agree to personal jurisdiction in those courts.

7. General Terms

Here are some important details about the Contract. If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract. This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services. If we don't act to enforce a breach of this Contract, that does not mean that UpNext has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that UpNext may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract. You agree that the only way to provide us legal notice is at the addresses provided in Section 10.

8. UpNext “Dos and Don’ts”

UpNext is a community of current and prospective college athletes and coaches, recruiters and other agents of colleges, universities and related organizations. This list of “Dos and Don’ts” along with our Community Policies limits what you can and cannot do on our Services, unless otherwise explicitly permitted by UpNext in a separate writing (e.g., through a research agreement).

8.1. Dos

You agree that you will: Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, laws governing the content shared, and other applicable laws and regulatory requirements; Provide accurate contact and identity information to us and keep it updated; Use your real name on your profile; and Use the Services in a professional manner.

8.2. Don’ts

You agree that you will not: Create a false identity on UpNext, misrepresent your identity, create or otherwise link to a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account (such as sharing log-in credentials or copying cookies); Develop, support or use software, devices, scripts, robots or any other means or processes (such as crawlers, browser plugins and add-ons or any other technology) to scrape or copy the Services, including profiles and other data from the Services; Override any security feature or bypass or circumvent any access controls or use limits of the Services (such as search results, profiles, or videos); Copy, use, display or distribute any information (including content) obtained from the Services, whether directly or through third parties (such as search tools or data aggregators or brokers), without the consent of the content owner (such as UpNext for content it owns); Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer); Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission; Violate the intellectual property or other rights of UpNext, including, without limitation, (i) copying or distributing our learning videos or other materials, (ii) copying or distributing our technology, unless it is released under open source licenses; or (iii) using the word “UpNext” or our logos in any business name, email, or URL; Post (or otherwise share) anything that contains software viruses, worms, or any other harmful code; Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source; Imply or state that you are affiliated with or endorsed by UpNext without our express consent (e.g., representing yourself as an accredited UpNext trainer); Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without UpNext’s consent; Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without UpNext’s consent; Use bots or other unauthorized automated methods to access the Services, add or download contacts, send or redirect messages, create, comment on, like, share, or re-share posts, or otherwise drive inauthentic engagement; Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Services; Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services); Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, manipulating algorithms); Violate the Community Policies, certain third party terms where applicable, or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service; Use our Services to do anything that is unlawful, misleading, discriminatory, or fraudulent; and/or Misuse our reporting or appeals process, including by submitting duplicative, fraudulent or unfounded reports, complaints or appeals.

9. Complaints Regarding Content

Contact information for complaints about content provided by our Members. We ask that you report content and other information that you believe violates your rights (including intellectual property rights), our Community Policies or otherwise violates this Contract or the law. To the extent we can under law, we may remove or restrict access to content, features, services, or information, including if we believe that it’s reasonably necessary to avoid harm to UpNext or others, violates the law or is reasonably necessary to prevent misuse of our Services. We reserve the right to take action against serious violations of this Contract, including by implementing account restrictions for significant violations. We respect the intellectual property rights of others. We require that information shared by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a policy and process for complaints concerning content shared, and/or trademarks used, by our Members.

10. How To Contact Us

For general inquiries, you may contact us at support@upnext.team. For legal notices or service of process, you may write us at 16040 McAuley Rd, Huntersville, NC, 28078.