This Athlete Terms of Service (“Agreement”) is entered into by and between AthleteXclusive (“AX”) and the Athlete (“Athlete”) who engages AX to provide merchandise services as outlined below. This Agreement governs the relationship, responsibilities, and terms between AX and Athlete. 1. Roles and Responsibilities AX’s Role: AX will provide a full suite of services, including: - Blank management - Print and order fulfillment - Packaging - Social media promotion - Email marketing campaigns AX is responsible for ensuring high-quality products and efficient order processing. Athlete’s Role: Athlete grants AX the right to use their Name, Image, and Likeness (NIL) to design, produce, and sell merchandise on the Athlete’s behalf. Athlete is encouraged but not required to work exclusively with AX and may engage with other merchandise providers as desired. 2. Intellectual Property and Image Rights Branding and IP: The Athlete retains ownership of any personal logos, branding, and NIL-specific designs developed by AX. AX may not use these materials outside of the scope of this Agreement. Image Rights: Athlete grants AX permission to use their name, likeness, and identity in connection with merchandise sales and promotions under this Agreement. Ownership and Licensing: Athlete retains ownership of merchandise designs created under this Agreement for personal use. However, original design files shall not be shared with or used by competing entities, including dropshipping services. 3. Revenue Sharing and Compensation Payment Structure: Athlete shall receive a minimum of 25% of the revenue generated from merchandise sales. This percentage may increase based on factors such as enhanced involvement and increased pricing. Payout Terms: Athlete can request a payout at any time through their AX dashboard, subject to processing times. Bonuses or Tiers: AX may offer additional compensation, bonuses, or benefits upon Athlete reaching specific revenue milestones as set forth in the Agreement. 4. Exclusivity and Restrictions Exclusivity Clause: Athlete is not required to work exclusively with AX and may pursue other merchandise opportunities. However, Athlete may not share original AX designs with competing entities. Competing Brands: There are no restrictions on the Athlete working with competing brands, provided AX’s original designs are not shared or replicated. 5. Contract Duration and Renewal Initial Term: This Agreement shall last for one (1) year from the effective date. Early Termination: Either party may terminate this Agreement by providing a thirty (30) day written notice to the other party. 6. Product Quality and Approval Process Quality Assurance: AX commits to delivering only high-quality products that meet rigorous quality standards before shipment to customers. Approval Rights: Athlete will have the ability to review, request, approve, or deny designs through the AX admin dashboard. 7. Marketing and Promotion Expectations Promotion Requirements: Athlete agrees to promote their AX merchandise at least twice per year. Promotion methods will be agreed upon based on the Athlete’s preferences and level of involvement. Event Participation: Athlete is encouraged to participate in one (1) photoshoot for promotional purposes, though this is optional. 8. Legal Compliance and Liability Compliance: Both parties agree to comply with all applicable laws, rules, and regulations in relation to this Agreement and merchandise sales. Liability: AX and Athlete each agree to indemnify, defend, and hold the other harmless from any claims arising from their own actions or omissions under this Agreement. 9. Confidentiality and Non-Disclosure Confidentiality: Both parties agree to keep confidential the terms of this Agreement, proprietary information, and any business practices not publicly disclosed by AX. Public Statements: Public statements regarding this partnership shall be mutually agreed upon, respecting the brand and privacy of both parties. 10. Miscellaneous Clauses Dispute Resolution: Any disputes arising from this Agreement shall be resolved through mediation in California. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California. Modification of Terms: AX reserves the right to modify these Terms of Service with mutual consent from the Athlete. All modifications shall be in writing and signed by both parties.