If you’re offline, still loading, on a slow connection, or this page did not load, refresh.

Athlete Licensing Agreement

Version 2026-10-24.2

The deal in three parts. This summary is not part of the Agreement. The full terms below are what count.

1. Money

70% of Net Revenue from the Platform is yours: what Valaritas receives that is attributed to you (bundles are split), less only refunds, credits, chargebacks, payment processing, app-store fees and transaction taxes. A statement and payment are due within 15 days after each calendar quarter. Dispute a statement in writing within the 15-day Dispute Period or it is final, except for underpayments an audit finds (Sections 1.1, 7.1, 7.4 and 7.5).
Brand deals: your percentage of the cash Valaritas receives, after transaction taxes and outside commissions, is agreed in writing when you approve each deal, and paid within 30 days after Valaritas receives it. If the brand never pays, there is nothing to share. If a brand pays you or your agent directly, you pay Valaritas all but your share within 30 days (Sections 1.1 and 7.2).
Do not deal with a brand Valaritas contacted or pitched you to other than through Valaritas, at any time (Section 6.6). If you sign one anyway, for an AI deal or one like a deal it pitched, you also owe a 20% Referral Fee on everything paid or payable to you or your reps, cash or in kind, renewals included, before commissions or expenses. It covers deals made during the Term or within 12 months after the introduction or the end of the Agreement, whichever is later (Sections 1.1 and 6.6 to 6.8).

2. What Valaritas can do

Build your Digital Twin and AI-Generated Content from your onboarding materials and Capture Session, offer it on the Platform, and, within the limits you set at onboarding, pitch you to brands with sample content (Section 2.1).
Pilot Term: 6 months, non-exclusive. Then a License Term: 3 years starts automatically, unless either side gave notice in the Pilot Term, and the License becomes exclusive: you may not license your identity to Competing AI Platforms (AI twins, avatars, chatbots, synthetic media), for AI training, or in any conflicting way. Traditional endorsements, shoots and live appearances with no AI or digital replica stay yours, subject to Sections 6.6 and 6.7 (Sections 1.1, 2.2, 3 and 5.3).
You keep the rights in your name, image, likeness and voice. Your capture recordings, scans and uploads do not count as Athlete IP. Valaritas owns the AI-Generated Content, Digital Twin, model weights and data it creates, can license them to others, AI developers included, and you may not use that content yourself. After the Agreement ends, Valaritas stops using AI-Generated Content recognizable as you, except in brand deals you approved, but can keep using de-identified versions, and usage data about you, which may identify you, for any purpose (Sections 5.4, 8.1, 8.2 and 8.4).
You waive publicity and privacy claims against Valaritas, its sublicensees and brand partners over AI-Generated Content used as the Agreement allows (Section 8.3).
Valaritas picks its AI tools (Amazon Bedrock is named as primary) and makes commercially reasonable efforts to keep providers from training on your materials. It disclaims liability if your materials are lost or leaked, and for what brands and other third parties do with them (Sections 4 and 6.1).
Valaritas can transfer the Agreement to an affiliate or a buyer without your consent (Section 16.3).

3. What you can do

No brand deal without your written approval, unless you agree otherwise in writing. You have 5 Business Days to approve, reject or ask for changes, and no answer counts as a rejection. Approving confirms the deal does not conflict with your sponsors. You see final content before delivery and respond within 2 Business Days (Sections 6.3 to 6.5).
Either side can end the Agreement during the Pilot Term with 60 days’ written notice, for any reason, given under Section 15 (email needs confirmation of receipt) before the Pilot Term ends. After that, only for a material breach not cured within 30 days of notice, or insolvency (Sections 5.2, 5.3 and 15).
Either side can have an independent CPA audit the other’s books once a year, at its own cost. An underpayment is repaid within 30 days, and one over 5% also covers the audit (Section 7.5).
Disputes go to negotiation, then mediation, then binding arbitration in New York under Delaware law, not a court trial, except for injunctions. Each side’s total liability is capped at what you were paid or owed in the 12 months before the event, which can be $0 early on. Indemnities, confidentiality breaches and willful misconduct are not capped (Sections 13, 14 and 16.2).
Your part: within 10 Business Days, list your Existing Sponsors, their restrictions and the brands you or your reps have talked with, and report changes within 5. Upload only material you own or have cleared. If your Section 9 promises are untrue, or anyone claims that a deal or Valaritas’ authorized use of your materials breaks their rights or your other contracts, you defend and repay Valaritas without a cap, and the same for taxes on your pay. Keep the Agreement’s terms confidential until 3 years after it ends (Sections 6.5, 9.1, 10.2 and 11).

This Athlete Licensing Agreement (this “Agreement”) is entered into as of the date Valaritas activates it in the Platform, as shown on the signature record (the “Effective Date”), by and between the athlete named on the signature record (“Athlete”); and Valaritas AI, Inc., a Delaware corporation with its principal place of business at 1628 S Etting St., Philadelphia, PA 19145 (“Valaritas”). Each a “Party” and collectively the “Parties.” In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement shall have the meanings ascribed to them below or elsewhere in this Agreement:

(a) “AI-Generated Content” means all content, output, and other materials, in any form or medium (including text, images, audio, video, avatars, digital replicas, synthetic voices, models, and data), that are generated, created, derived, or produced, in whole or in part, from or using any Onboarding Materials, whether by Valaritas or by any third party acting under the direction of or on behalf of Valaritas, and whether produced through artificial intelligence, machine learning, or any other automated or algorithmic means. AI-Generated Content includes, without limitation, any content that incorporates, reproduces, simulates, or is based on any biometric information, image, likeness, voice, or face captured, recorded, or derived by any means during the Capture Session, as well as all iterations, modifications, and derivatives of any of the foregoing, including but not limited to meshes, models and avatars, texture and surface maps, facial rigs and expression models, motion capture and animation data, voice models and synthetic voices, model weights, checkpoints and finetuned models, embeddings and numeric representations, biometric identifiers and templates, and training datasets.

(b) “Athlete IP” means the Athlete’s name, image, likeness, voice, biographical information, and any other indicia of the Athlete’s identity, as well as any recordings, scans, samples, or other materials provided by Athlete for use in connection with this Agreement.

(c) “Athlete-Provided Materials” means all photographs, images, video and audio recordings, documents, files, templates, samples, and other content uploaded, transmitted, or otherwise delivered to Valaritas by or on behalf of Athlete.

(d) “Athlete Share” means 70% of Net Revenue.

(e) “Athlete Brand Deal Share” means a certain percentage of Brand Deal Fees as agreed by Valaritas and Athlete in writing during the approval process set forth in Section 6.

(f) “Brand Deal” means any agreement, arrangement, or understanding, whether written or oral, entered into by Athlete (or any Designated Representative or other person acting on Athlete’s behalf) with a Brand Deal Partner with respect to a Potential Brand Deal, together with any renewal, extension, or expansion thereof.

(g) “Brand Deal Fees” means all cash amounts actually received by Valaritas from a brand, sponsor, advertiser, or other third-party counterparty as consideration for Athlete’s participation in or services under a Brand Deal, net only of sales, use, value-added, and similar transaction taxes collected and remitted by Valaritas, and any agency or third-party commissions actually paid to unaffiliated third parties.

(h) “Brand Deal Partner” means any Potential Brand Deal Partner that has entered into a Brand Deal, for so long as such Brand Deal remains in effect.

(i) “Business Day” means any day other than a Saturday, Sunday, or a day on which banks in New York, New York are authorized or required to close.

(j) “Capture Session” means the agreed upon period of time, session or meeting, in which an Athlete permits (whether digitally or in person) Valaritas, its agents or third parties acting on its behalf, to record or capture, in any way, the Athlete’s likeness, attributes, features, voice, expressions and/or movements, whether through photographs, video, audio recordings, three-dimensional scans or other methods.

(k) “Capture Session Materials” means all recordings, scans, captures, and other materials created, recorded, or derived by or on behalf of Valaritas in or from the Capture Session, together with all information shared during the Capture Session, including all biometric information and identifiers captured, recorded, or derived from it (including image and likeness, voice and voiceprints, facial geometry and facial features, and any other physical or behavioral characteristics of any participant), and any transcripts, notes, summaries, and other records of the Capture Session, whether prepared by or on behalf of Valaritas.

(l) “Circumvention Proceeds” means all cash and the fair market value of all non-cash consideration paid or payable to, or received by, Athlete, any Designated Representative, or any person acting on behalf of Athlete in connection with such agreement, arrangement, or understanding, including any renewal, extension, or expansion thereof, without deduction for agency or management commissions or other expenses.

(m) “Competing AI Platform” means any platform, product, service, application, or technology, other than the Platform, that creates, offers, operates, or commercializes AI digital twins, digital replicas, avatars, conversational AI (including AI chatbots, agents, or companions), or synthetic media (including synthetic voice, image, or video), in each case using, replicating, or simulating an individual’s name, image, likeness, voice, or other indicia of identity.

(n) “Confidential Information” has the meaning set forth in Section 11.1

(o) “Derived Data” has the meaning set forth in Section 8.2.

(p) “Designated Representative” means any individual, agent, manager, or other representative designated by Athlete to act on Athlete’s behalf.

(q) “Digital Twin” means an AI model or system that is trained, fine-tuned, or otherwise created, developed or other made by or on behalf of Valaritas using the Athlete IP that can, among other things, be used to generate content that replicates or simulates the Athlete’s appearance, voice, mannerisms, or other attributes.

(r) “Dispute Period” has the meaning set forth in Section 7.4.

(s) “Existing Sponsors” means the brands, companies, and endorsement partners with which Athlete has existing sponsorship, endorsement, or licensing agreements as of the Effective Date, as disclosed by Athlete in writing.

(t) “Existing Sponsor Restrictions” has the meaning set forth in Section 6.5.

(u) “Fine-Tuned Weights” means all model weights, parameters, checkpoints, adapters (including LoRA and similar adapters), embeddings, and fine-tuned or custom models created, trained, or fine-tuned by or on behalf of Valaritas using any Onboarding Materials, or AI-Generated Content, including through any Third-Party AI Tool, together with all iterations, modifications, and derivatives thereof.

(v) “Gross Fee” means all amounts actually received by Valaritas from subscribers of the Platform or other third parties in consideration for access to, use of, or engagement with Athlete, the AI-Generated Content, or other derivative works on or through the Platform, including subscription fees, per-interaction fees, tips, purchases, and other transaction fees, in each case to the extent attributable to Athlete (as determined in accordance with the separate attribution terms), net of refunds, credits, and chargebacks actually issued to subscribers in the ordinary course. If applicable, the Parties shall enter into separate written agreements to determine attribution of: (i) amounts received in respect of Athlete-specific offerings (including any subscription to Athlete’s Digital Twin) shall be attributed in accordance with separate fee schedules agreed between the Parties, and (ii) amounts received in respect of any multi-athlete subscription, bundle, or other offering shall be allocated among the participating athletes.

(w) “License” has the meaning set forth in Section 2.1.

(x) “License Term” means the period of three years beginning on the day immediately after the last day of the Pilot Term, unless this Agreement is terminated earlier in accordance with its terms.

(y) “Net Revenue” means Gross Fees less Platform Fees.

(z) “Onboarding Materials” mean collectively, all information, data, documents, content, and other materials, in any form or medium (whether written, oral, electronic, visual, or otherwise), that Athlete or its representatives provides, discloses, or makes available to Valaritas in connection with the Onboarding Process, including, without limitation: (i) the Capture Session Materials; (ii) all questionnaires, intake forms, and responses submitted during the Onboarding Process; and (iii) the Athlete-Provided Materials.

(aa) “Onboarding Process” means the onboarding process for the Platform.

(bb) “Payment Period” means each calendar quarter during the Term (and any partial calendar quarter at the beginning or end of the Term), and any subsequent calendar quarter in which Gross Fees are received.

(cc) “Pilot Term” means the period of six months beginning on the Effective Date, unless this Agreement is terminated earlier in accordance with its terms.

(dd) “Platform” means the digital platform owned, operated, or controlled by Valaritas, including all websites, mobile and web applications, software, interfaces, and related technology, through which Valaritas offers various products and services to individuals or entities who wish to connect, engage, or interact with athletes in various ways, including, without limitation, through messaging, live or recorded video, audio, personalized content, virtual experiences, AI-powered interactions, and any other features or functionality that Valaritas may make available from time to time (including features through which brands, sponsors, advertisers, and other commercial partners may discover, propose, negotiate, or enter into Brand Deals with athletes), together with all updates, enhancements, modifications, and successor versions thereof.

(ee) “Platform Fee” means the following amounts, which shall be deducted from Gross Fees: (i) third-party payment processing fees actually incurred; (ii) app store and marketplace fees actually charged by third-party distribution platforms; and (iii) sales, use, value-added, and similar transaction taxes collected and remitted by Valaritas.

(ff) “Potential Brand Deal” means any endorsement, sponsorship, advertising, promotional, licensing, appearance, content creation, or other commercial opportunity for Athlete that Valaritas (or any person acting on behalf of Valaritas) identifies, sources, solicits, pitches, refers, or introduces, directly or indirectly, to Athlete, a Designated Representative, or a Brand Deal Partner, in each case whether or not such opportunity is identified, introduced, or consummated on or through the Platform, and whether or not any Onboarding Materials or AI-Generated Content are used in connection with such opportunity.

(gg) “Potential Brand Deal Partner” means any brand, sponsor, advertiser, or other third-party counterparty (together with its affiliates, agencies, and successors) that Valaritas (or any person acting on behalf of Valaritas) identifies, solicits, contacts, pitches, or introduces, directly or indirectly, to Athlete or a Designated Representative, or to which Valaritas presents or markets Athlete, in each case in connection with a Potential Brand Deal; provided that a counterparty shall not be a Potential Brand Deal Partner if Athlete demonstrates, by contemporaneous written records predating Valaritas’ first contact with such counterparty regarding Athlete, that Athlete or a Designated Representative was already in active discussions with such counterparty regarding a substantially similar opportunity. A Potential Brand Deal Partner shall remain a Potential Brand Deal Partner notwithstanding that it becomes a Brand Deal Partner.

(hh) “Referral Fee” has the meaning set forth in Section 6.7.

(ii) “Review Period” has the meaning set forth in Section 6.3.

(jj) “Sublicensee” has the meaning set forth in Section 2.1(c).

(kk) “Tail Period” has the meaning set forth in Section 6.7.

(ll) “Term” has the meaning set forth in Section 5.1.

(mm) “Third-Party AI Tools” has the meaning set forth in Section 4.1.

(nn) “Usage Data” has the meaning set forth in Section 8.4. Usage Data does not include the Capture Session Materials or the Athlete-Provided Materials.

(oo) “Valaritas Indemnitees” has the meaning set forth in Section 10.2.

2. GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Athlete hereby grants to Valaritas a limited, worldwide, perpetual (except as provided in this Agreement), irrevocable (except as provided in this Agreement), royalty free (except as provided in Section 7), sublicensable (to third parties acting under the direction of or on behalf of Valaritas and, with respect to AI-Generated Content and Fine-Tuned Weights, to Valaritas’ licensees and commercial partners in accordance with Section 8.2), license during the Term (the “License”) to do the following:

(a) use, reproduce, modify, adapt, and process the Onboarding Materials to create, generate, and develop AI-Generated Content;

(b) reproduce, publicly display, publicly perform, transmit, share, distribute, and otherwise make available the AI-Generated Content to subscribers and other users on and through the Platform, and use the Onboarding Materials on and through the Platform solely to the extent necessary to operate, provide, and support the features of the Platform, in each case in accordance with this Agreement; and

(c) use, reproduce, publicly display, publicly perform, transmit, share, distribute, and otherwise make available the Onboarding Materials and AI-Generated Content to market and promote Athlete solely for the purpose of identifying, soliciting, and pursuing Potential Brand Deals, including through pitch materials, presentations, proposals, and sample or mock-up content; provided, however, that: (i) Valaritas shall not enter into any agreement or otherwise bind the Athlete to any agreement without Athlete’s prior written approval in accordance with Section 6; and (ii) any use of the Onboarding Materials or AI-Generated Content in connection with this Section 2.1(c) shall be subject to the parameters provided by Athlete or its representatives in the Onboarding Materials.

2.2 Exclusivity of License. The License granted under Section 2.1 shall be: (a) non-exclusive during the Pilot Term; and (b) exclusive during the License Term. Except as otherwise expressly provided in this Agreement, the exclusive License in clause (b) shall take effect automatically on the first day of the License Term, without notice or further action by either Party. Athlete shall, promptly upon Valaritas’ request and without further consideration, execute, acknowledge, and deliver any agreements, instruments, and other documents, and take any other actions, that Valaritas reasonably considers necessary or desirable to perfect, record, evidence, or enforce the License, including the exclusive License in clause (b).

2.3 Reservation of Rights. All rights not expressly granted to Valaritas under this Agreement are reserved by the Athlete. Nothing in this Agreement shall be construed to limit Athlete’s right to use Athlete’s own name, image, likeness, or voice independently of this Agreement, subject to Section 3.

3. EXCLUSIVITY

3.1 Category Exclusivity. During the License Term, Athlete shall not, directly or indirectly, grant, license, or otherwise authorize any third party (other than Valaritas and its Sublicensees in accordance with this Agreement) any right to use any Athlete IP: (a) on, through, or in connection with any Competing AI Platform to create, generate, or produce any content, whether by means of artificial intelligence, machine learning, or any other automated or algorithmic means or otherwise; (b) as training data or other input for the development, training, fine-tuning, or improvement of any artificial intelligence or machine learning model, system, or tool; or (c) in any manner that would conflict with any of the foregoing purposes.

3.2 Permitted Activities. Nothing in this Section 2.13 shall restrict Athlete from entering into traditional endorsement, sponsorship, advertising, appearance, or licensing arrangements that do not involve any Competing AI Platform or the creation of any Digital Twin, digital replica, conversational AI, or synthetic media of Athlete, including traditional photography, video, and live appearances.

4. AI-GENERATED CONTENT

4.1 Third-Party AI Tools. Athlete acknowledges and agrees that Valaritas may, in its sole discretion, use artificial intelligence, machine learning, and other technologies, tools, models, and services owned, operated, or provided by third parties (collectively, “Third-Party AI Tools”) to process the Onboarding Materials and to create, generate, modify, or host AI-Generated Content, Fine-Tuned Weights, or other derivative works. As of the Effective Date, Valaritas intends to use Amazon Bedrock as its primary Third-Party AI Tool. Valaritas may replace or supplement any Third-Party AI Tool in its discretion, provided that Valaritas shall use commercially reasonable efforts to use Third-Party AI Tools under terms that do not permit the provider to use the Onboarding Materials or AI-Generated Content to train or improve the provider’s general-purpose models. Athlete further acknowledges that: (a) Third-Party AI Tools are subject to their providers’ own terms, policies, and practices, which Valaritas does not control; and (b) Third-Party AI Tools may produce outputs that are inaccurate, incomplete, unexpected, or that resemble content generated for others. Except as expressly set forth in this Section 4.1, Valaritas shall have no responsibility or liability for the acts, omissions, outputs, availability, security, or data practices of any Third-Party AI Tool or its provider.

4.2 Onboarding Materials. Athlete acknowledges that no method of electronic storage, transmission, or processing is completely secure or error-free, and that Onboarding Materials may be lost, corrupted, destroyed, accessed without authorization, or otherwise compromised, whether held by Valaritas, any Sublicensee, or any provider of Third-Party AI Tools, hosting, storage, or other services. Valaritas shall have no obligation to maintain, back up, return, or restore any Onboarding Materials and shall have no liability for any loss, corruption, destruction, or unauthorized access to or use of any Onboarding Materials.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Section 5, shall continue in effect until the expiration of the License Term (the Pilot Term and the License Term, together, the “Term”).

5.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if:

(a) the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach; or

(b) the other Party becomes insolvent, files for bankruptcy, or is the subject of any proceeding under any bankruptcy or insolvency law.

5.3 Termination for Convenience (Pilot Term). During the Pilot Term, either Party may terminate this Agreement for any reason or no reason by giving the other Party at least 60 days’ prior written notice in accordance with Section 15. If either Party gives such notice during the Pilot Term, the License Term shall not commence, and this Agreement shall terminate on the date the notice period ends. That is true even if the notice period ends after the last day of the Pilot Term, and in that case the Pilot Term shall be deemed extended until that date. Termination under this Section is subject to Section 5.4.

5.4 Effect of Expiration or Termination.

(a) License Termination. Upon expiration or termination of this Agreement for any reason, all licenses and rights granted to Valaritas under this Agreement shall terminate, including Valaritas’ rights to create new AI-Generated Content, to make AI-Generated Content available on or through the Platform, and to market Athlete for Potential Brand Deals; provided, however, that, with respect to any Brand Deal approved by Athlete and executed prior to the date of expiration or termination, (i) Valaritas and the applicable Brand Deal Partner shall retain a limited, non-exclusive license to the Onboarding Materials and AI-Generated Content solely to the extent necessary to perform its obligations under such Brand Deal through the end of its then-current term (excluding any renewal or extension not approved by Athlete); and (ii) Section 7 shall continue to apply solely with respect to Brand Deal Fees actually received by Valaritas or Athlete in respect of such Brand Deals (with Section 7.2(d) applying to any amounts paid directly to Athlete), and Valaritas shall have no further obligation to perform services, facilitate payment, or pursue collection in respect of such Brand Deals.

(b) Post-Term Use of De-Identified Content and Usage Data. Following expiration or termination of this Agreement, Valaritas shall not use any AI-Generated Content that identifies, or is reasonably recognizable as Athlete, except as permitted under Sections 5.4(a); provided that Valaritas may continue to use, modify, and exploit AI-Generated Content, trained models, and data that have been de-identified such that they are no longer reasonably recognizable as, or attributable to, Athlete. For the avoidance of doubt, nothing in this Section shall limit or restrict Valaritas’ ownership of, or rights with respect to, Usage Data under Section 8.4.

(c) Survival. Sections 1 (Definitions), 6.6 (Non Circumvention), 6.7 (Referral Fee), 6.8 (Notice, Reporting, and Payment), 7 (Payment and Economics), 8 (Intellectual Property and Usage Data), 9 (Representations and Warranties), 10 (Indemnification), 11 (Confidentiality), 13 (Limitation of Liability), and 16 (General Provisions) shall survive expiration or termination.

6. BRAND DEALS

6.1 Disclaimer. Athlete acknowledges that, in the course of seeking and pursuing Potential Brand Deals, Valaritas will share Onboarding Materials, AI-Generated Content, and other derivative works with prospective brands and other third parties, and that Valaritas cannot control, and does not guarantee, how such third parties use, retain, copy, disclose, or otherwise deal with such materials. Valaritas shall have no responsibility or liability for any use, misuse, retention, reproduction, disclosure, or exploitation of any Onboarding Materials, AI-Generated Content, or other derivative works by any third party, whether or not authorized by Valaritas, and Athlete’s sole recourse in respect of any such use shall be against such third party.

6.2 Submission and Review. For each Potential Brand Deal, Valaritas shall submit to Athlete or Designated Representative a written proposal (the “Content Submission”) that includes:

(a) the identity of the proposed brand or advertiser;

(b) a detailed description of the proposed Potential Brand Deal, including the nature, format, medium, and intended use;

(d) the proposed financial terms, including the Gross Fee and the Athlete Share; and

(e) sample or draft marketing content, if available at the time of submission.

6.3 Review, Approval, Rejection, or Modification. The Athlete or Designated Representative shall have five Business Days from receipt of a complete Content Submission to review the proposal (the “Review Period”). Unless otherwise agreed by the Parties in writing, Valaritas shall not proceed with any Potential Brand Deal unless and until the Athlete has provided affirmative written approval. Within the Review Period, the Athlete or Designated Representative shall respond in writing (email being sufficient) to either approve, reject, or request for modification the Content Submission. If the Athlete or Designated Representative rejects the Content Submission, such rejection shall include written reasons for the rejection. If the Athlete or Designated Representative requests modification of the Content Submission, the request shall include written descriptions of modifications requested. Valaritas may, in its sole discretion, resubmit the modified Content Submission for review and the review process set forth herein shall restart. If the Athlete or Designated Representative rejects a Content Submission or fails to respond within the Review Period, the Content Submission shall be deemed rejected, and Valaritas shall not proceed with the applicable Potential Brand Deal unless a modified Content Submission is resubmitted and approved in accordance with this Section 6.

6.4 Final Review. The Athlete or Designated Representative shall have the right to review all final produced marketing content before such content are delivered to a Brand Deal Partner for publication. Valaritas shall submit all final produced content to the Athlete or Designated Representative and the Athlete or Designated Representative shall provide a response (email being sufficient) within two Business Days from the submission of all final produced marketing content.

6.5 Existing Sponsor Conflicts. Within 10 Business Days of the Effective Date, the Athlete or Designated Representative shall provide Valaritas with (a) a current list of Existing Sponsors; (b) to the extent not prohibited by the applicable agreement, a written summary of all terms of each Existing Sponsor agreement that restrict, or could reasonably be expected to restrict, Valaritas’ exercise of its rights or its pursuit of Potential Brand Deals under this Agreement, including any product or category exclusivity, territorial restrictions, term and renewal rights, rights of first negotiation or refusal, approval requirements, and restrictions on the use of Athlete’s name, image, likeness, voice, digital replicas, or AI-generated content; and any brand, sponsor, advertiser, or other third-party counterparty (together with its affiliates, agencies, and successors) with which Athlete, a Designated Representative, or any representatives of Athlete has engaged in discussions regarding an endorsement, sponsorship, advertising, licensing, or other commercial opportunity (collectively, the “Existing Sponsor Restrictions”). Athlete shall promptly, and in any event within five Business Days, notify Valaritas in writing of any change to the Existing Sponsor Restrictions. Valaritas shall be entitled to rely on such information in identifying and pursuing Potential Brand Deals, and Athlete’s approval of any Content Submission shall constitute Athlete’s confirmation that the applicable Potential Brand Deal does not conflict with any Existing Sponsor Restrictions.

6.6 Non Circumvention. Athlete shall not, and shall not cause or permit any Designated Representative or other third party to, directly or indirectly, circumvent, bypass, or avoid Valaritas in order to enter into any agreement, arrangement, or understanding with any Potential Brand Deal Partners, including by soliciting or negotiating with a Potential Brand Deal Partner other than through Valaritas, or by structuring any arrangement with a Potential Brand Deal Partner to avoid payment to Valaritas under this Agreement. Valaritas shall maintain written records identifying each Potential Brand Deal Partner and the date on which it was first contacted regarding Athlete, and shall make such records available to Athlete upon reasonable written request.

6.7 Referral Fee. If, during the Term or within 12 months after the date on which a Potential Brand Deal Partner was first introduced to Athlete or any Designated Representative (or, if later, within 12 months after the expiration or termination of this Agreement) (the “Tail Period”), Athlete or any third party acting on behalf of Athlete enters into any agreement, arrangement, or understanding, whether written or oral, with such Potential Brand Deal Partner other than through Valaritas that (a) involves the use of any AI-Generated Content, digital replica, or other AI-generated or synthetic version of Athlete’s name, image, likeness, or voice; or (b) is the same as, reasonably similar to, or a replacement for a Potential Brand Deal that Valaritas presented, pitched, or proposed to such Potential Brand Deal Partner, Athlete shall pay Valaritas a referral fee equal to twenty percent (20%) of all Circumvention Proceeds (the “Referral Fee”).

6.8 Notice, Reporting, and Payment. Athlete shall notify Valaritas in writing within five Business Days after entering into any agreement, arrangement, or understanding described in Section 6.7. Within 15 days after the end of each calendar quarter during the Tail Period (and thereafter for so long as any Circumvention Proceeds remain payable), Athlete shall deliver to Valaritas a written report setting forth in reasonable detail agreement with the Potential Brand Deal Partner, all Circumvention Proceeds received during such quarter and the Referral Fee payable thereon (each, a “Referral Report”), and shall pay such Referral Fee concurrently with delivery of the Referral Report. Valaritas shall have 30 days after receipt of each Referral Report to dispute it in writing, in which case the Parties shall cooperate in good faith to resolve the dispute within 15 days, failing which either Party may pursue resolution under Section 14. This Section 6.8 is subject to the audit rights in Section 7.5.

7. PAYMENT AND ECONOMICS

7.1 Platform Revenue.

(a) Revenue Share. Valaritas shall pay to Athlete the Athlete Share for each Payment Period. Platform Fees may be deducted only to the extent expressly set out in this Section, and Valaritas shall not deduct any of its own operating, overhead, marketing, hosting, development, personnel, or other costs from Gross Fees in calculating the Athlete Share.

(b) Statement. Within 15 days following the end of each Payment Period, Valaritas shall deliver to Athlete (or the Designated Representative) a written statement setting forth, in reasonable detail, (i) the Gross Fees received during such Payment Period; (ii) each category and amount of Platform Fees deducted therefrom; (iii) any refunds, credits, or chargebacks applied; (iv) the resulting Net Revenue; and (v) the resulting Athlete Share payable.

(c) Payment. Valaritas shall pay the Athlete Share for each Payment Period concurrently with delivery of the corresponding statement, by wire transfer of immediately available funds to the account designated in writing by Athlete or the Designated Representative, in U.S. dollars.

7.2 Brand Deal Share.

(a) Athlete Brand Deal Share. Valaritas shall pay to Athlete the Athlete Brand Deal Share of the Brand Deal Fees received in respect of such Brand Deal in accordance with this Section 7.2.

(b) Condition of Receipt. Athlete acknowledges and agrees that Valaritas’ obligation to pay the Athlete Brand Deal Share is expressly conditioned upon, and shall arise only following, Valaritas’ actual receipt of the corresponding Brand Deal Fees from the applicable Brand Deal Partner in cleared funds. Valaritas shall have no obligation to pay any Athlete Brand Deal Share in respect of any Brand Deal Fees that have not been received by Valaritas, and shall not be liable to Athlete for any failure or delay of any Brand Deal Partner to pay.

(c) Timing of Payment. Valaritas shall pay the Athlete Brand Deal Share within 30 days after Valaritas’ receipt of the corresponding Brand Deal Fees, by wire transfer to the account designated in writing by Athlete or the Designated Representative, accompanied by a written statement identifying the Brand Deal, the gross amount received, any permitted deductions, and the Athlete Brand Deal Share payable.

(d) Direct Payments. If a Brand Deal Partner pays Brand Deal Fees directly to Athlete or any Designated Representative, Athlete shall pay Valaritas the amount of such Brand Deal Fees less Athlete Brand Deal Share within 30 days after receipt.

7.3 Taxes. Each Party shall be responsible for its own taxes arising from or related to this Agreement. Valaritas may withhold from any payment only those taxes it is required by applicable law to withhold, provided that Valaritas timely remits such amounts to the appropriate taxing authority and provides Athlete with official receipts or other evidence of payment reasonably sufficient to enable Athlete to claim any available credit.

7.4 Disputes. If Athlete disputes any statement in good faith, Athlete shall notify Valaritas in writing, and the parties shall cooperate in good faith to resolve the dispute within 15 days (“Dispute Period”). If Athlete does not dispute a statement within the Dispute Period, the statement and the amounts in it are deemed accepted and binding. Athlete irrevocably waives any right to dispute it or to recover more money for that Payment Period.

7.5 Audit Rights. Each Party shall maintain complete and accurate books and records relating to all amounts received or payable by it under this Agreement (including Gross Fees, Platform Fees, Brand Deal Fees, and Circumvention Proceeds, as applicable) during the Term and for three years thereafter. Upon at least 30 days’ prior written notice, and no more than once in any 12-month period, the other Party may, at its own expense, cause an independent certified public accountant bound by confidentiality obligations to inspect and audit such books and records during normal business hours, solely to verify the accuracy of amounts paid or payable under this Agreement. This audit right shall survive for three years after expiration or termination of this Agreement. If any audit reveals an underpayment, the audited Party shall pay the shortfall within 30 days after receipt of the audit report and, if such underpayment exceeds five percent (5%) of the amounts due for the audited period, shall also reimburse the auditing Party’s reasonable audit costs. Section 7.4 shall not limit either Party’s rights under this Section 7.5 with respect to any underpayment identified in an audit.

8. INTELLECTUAL PROPERTY AND USAGE DATA

8.1 Athlete IP. The Athlete retains all right, title, and interest in and to the Athlete IP. Nothing in this Agreement shall be construed as a transfer or assignment of any ownership interest in the Athlete IP to Valaritas. For the avoidance of doubt, Athlete IP does not include any AI-Generated Content, Capture Session Materials, Digital Twin, Onboarding Materials or other materials described in Section 8.2, notwithstanding that any such materials may depict, resemble, or incorporate elements of Athlete’s name, image, likeness, voice, or other attributes.

8.2 Valaritas IP. Valaritas retains all right, title, and interest, in perpetuity, in and to: (a) the AI-Generated Content and all outputs generated by or on behalf of Valaritas, the Digital Twin, and all iterations, modifications, and derivatives thereof, including derivatives of any such derivatives; (b) its proprietary technology, software, algorithms, and platform; (c) all Fine-Tuned Weights and other trained models and model weights developed by or on behalf of Valaritas (including those trained on the Onboarding Materials); (d) all production files, tools, and workflows; (e) all data, information, content, and intellectual property generated, collected, or derived by or on behalf of Valaritas in the course of developing, commercializing, licensing, or otherwise exploiting any of the foregoing (collectively, “Derived Data”), including all de-identified data and information aggregated or generated by Valaritas through its technology; and (f) all consent records, deal data, and provenance tracking data. Valaritas may license, sublicense, and otherwise commercialize any of the foregoing to third parties (including artificial intelligence developers and other commercial partners), subject to the restrictions on use of Athlete IP set forth in this Agreement. To the extent Athlete has or acquires any right, title, or interest in or to any of the foregoing, Athlete hereby irrevocably assigns, and agrees to assign, to Valaritas all such right, title, and interest, subject to Athlete’s retained rights in the Athlete IP and the restrictions on Valaritas’ use set forth in this Agreement, and Athlete shall execute such further documents as Valaritas may reasonably request to evidence such assignment. Athlete acknowledges that, as between the Parties, Athlete remains the owner of the underlying Athlete IP, while Valaritas owns the AI-Generated Content, Fine-Tuned Weights, and Derived Data created through the exercise of the rights granted under this Agreement.

8.3 Acknowledgment and Waiver. Athlete acknowledges that AI-Generated Content or the Digital Twin may look, sound, move, or act like Athlete. To the fullest extent permitted by applicable law, Athlete waives, and agrees not to assert against Valaritas, its Sublicensees, any Potential Brand Deal Partner, or any Brand Deal Partner, any claim under any right of publicity, privacy, or similar right arising from the use of AI-Generated Content in accordance with this Agreement. Athlete shall not use, reproduce, or exploit, or authorize any third party to use, reproduce, or exploit, any AI-Generated Content owned by Valaritas under Section 8.2.

8.4 Usage Data. Valaritas shall own all right, title, and interest in and to all data and information collected, generated, or derived by or on behalf of Valaritas through or in connection with the operation or use of the Platform, including all data relating to subscriber and user interactions, engagement, transactions, preferences, behavior, and performance, and all analytics, metrics, and insights derived therefrom (collectively, “Usage Data”), in each case whether or not such Usage Data identifies or is attributable to Athlete, and Valaritas may use, disclose, and otherwise exploit Usage Data for any purpose, both during and after the Term, subject only to applicable law. To the extent Athlete has or acquires any right, title, or interest in or to any Usage Data, Athlete hereby irrevocably assigns all such right, title, and interest to Valaritas.

9. REPRESENTATIONS AND WARRANTIES

9.1 Athlete Representations. The Athlete represents and warrants to Valaritas that:

(a) the Athlete has the full right, power, and authority to enter into this Agreement and to grant the rights granted herein;

(b) the Athlete owns or controls all rights in and to the Athlete IP necessary for the performance of this Agreement;

(c) the grant of rights under this Agreement does not and will not conflict with, violate, or result in a breach of any agreement, obligation, or understanding to which the Athlete is a party or by which the Athlete is bound;

(d) the Athlete has disclosed to Valaritas a complete and accurate list of Existing Sponsors and all Existing Sponsor Restrictions;

(e) the Athlete is not subject to any order, judgment, or decree that would prevent the Athlete from performing the Athlete’s obligations under this Agreement; and

(f) the Athlete owns or has obtained all rights, licenses, consents, and releases necessary to provide the Athlete-Provided Materials to Valaritas and to permit Valaritas to use them as contemplated by this Agreement, including from any photographer, videographer, or other copyright owner and any individual depicted therein.

9.2 Valaritas Representations. Valaritas represents and warrants to the Athlete that:

(a) Valaritas is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware;

(b) Valaritas has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(c) Valaritas will perform its obligations under this Agreement in compliance with all applicable laws, rules, and regulations, including without limitation laws governing the use of artificial intelligence, data privacy, and publicity rights.

10. INDEMNIFICATION

10.1 Indemnification by Valaritas. Valaritas shall indemnify, defend, and hold harmless the Athlete and the Athlete’s agents, representatives, heirs, and assigns (collectively, “Valaritas Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any use of the Onboarding Materials that was not authorized under this Agreement; or (b) any claim that the use of the Platform infringes or misappropriates the intellectual property rights of any third party.

10.2 Indemnification by Athlete. The Athlete shall indemnify, defend, and hold harmless Valaritas and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) any inaccuracy in or breach of any representation or warranty made by Athlete under Section 9.1 or elsewhere in this Agreement, including any claim that Athlete lacks the full right, power, and authority to enter into this Agreement or to grant the rights and licenses granted under this Agreement, or that the Onboarding Materials, or Valaritas’ exercise of the rights granted under this Agreement in accordance with its terms, infringe, misappropriate, or violate any intellectual property right, right of publicity or privacy, or other right of any third party;

(b) any claim, demand, or action by any Existing Sponsor or any other person with whom Athlete or any Designated Representative has a sponsorship, endorsement, licensing, team, league, or other commercial agreement, in relation to (i) any agreement entered into with a Brand Deal Partner in accordance with this Agreement, or (ii) Valaritas’ exercise of the rights granted under this Agreement, including any claim of breach of exclusivity, category, non-compete, or similar restriction;

(c) any taxes (including income, withholding, self-employment, social security, sales, use, value-added, and similar taxes), together with any interest, penalties, and additions thereto, imposed on or in respect of any amounts paid or payable to Athlete under any Brand Deal or otherwise under this Agreement, other than taxes imposed on Valaritas’ own net income;

(d) any claim by a third party arising from Athlete’s failure to disclose, or inaccurate or incomplete disclosure of, any conflicting agreement, Existing Sponsor, or other contractual, regulatory, team, or league restriction; and

(e) any gross negligence, willful misconduct, or fraud of Athlete or any Designated Representative.

10.3 Indemnification Procedures. The indemnified Party shall (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; (b) grant the indemnifying Party sole control of the defense and settlement of such claim (provided that the indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent if such settlement imposes any obligation or liability on the indemnified Party); and (c) provide the indemnifying Party with reasonable cooperation at the indemnifying Party’s expense.

11. CONFIDENTIALITY

11.1 Definition. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, including without limitation the terms and pricing of this Agreement, the brand pipeline and business plans of either Party, financial information, technical data, trade secrets, and any other information designated as confidential or that a reasonable person would understand to be confidential.

11.2 Obligations. The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to the Receiving Party’s employees, agents, and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein; and (c) not use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.

11.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

11.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

11.5 Duration. The confidentiality obligations under this Section 11 shall survive expiration or termination of this Agreement for a period of three years.

12. DISCLAIMERS, WAIVER, AND RELEASE

12.1 No Warranties. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PLATFORM, THIRD-PARTY AI TOOLS, AI-GENERATED CONTENT, AND ALL SERVICES PROVIDED BY VALARITAS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VALARITAS EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUALITY, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. VALARITAS DOES NOT WARRANT THAT ANY AI-GENERATED CONTENT WILL ACCURATELY REFLECT ATHLETE’S IMAGE, LIKENESS, VOICE, PERSONALITY, VIEWS, OR STATEMENTS, OR THAT ANY POTENTIAL BRAND DEAL OR BRAND DEAL WILL BE OBTAINED OR WILL GENERATE ANY PARTICULAR LEVEL OF REVENUE.

12.2 Waiver and Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATHLETE, ON BEHALF OF ITSELF AND ITS DESIGNATED REPRESENTATIVES, HEIRS, SUCCESSORS, AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, RELEASES, AND FOREVER DISCHARGES VALARITAS INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS, AND LIABILITIES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO THE MATTERS DESCRIBED IN SECTIONS 4,6.1, AND 12.1 IN THIS AGREEMENT. ATHLETE EXPRESSLY WAIVES THE BENEFIT OF CALIFORNIA CIVIL CODE SECTION 1542 AND ANY SIMILAR LAW OF ANY JURISDICTION, WHICH MAY OTHERWISE LIMIT THE RELEASE OF UNKNOWN CLAIMS.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, BREACHES OF SECTION 11 (CONFIDENTIALITY), OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, BREACHES OF SECTION 11 (CONFIDENTIALITY), OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNTS PAID OR PAYABLE TO THE ATHLETE UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. DISPUTE RESOLUTION

14.1 Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve such dispute through good-faith negotiation for a period of 30 days following written notice of the dispute.

14.2 Mediation. If the dispute cannot be resolved through negotiation, the Parties shall submit the dispute to non-binding mediation administered by the American Arbitration Association in New York, New York, with costs shared equally.

14.3 Arbitration. If the dispute is not resolved through mediation within 60 days of the commencement of mediation, the controversy or claim arising out of or relating to this Agreement, or the breach thereof, including but not limited to any controversy or claim arising out of or relating to the design, development, license, sale, or use of artificial intelligence, machine learning, large language model, or generative AI systems, tools, or products, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in New York, New York before a single arbitrator. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including without limitation the unauthorized use of the Athlete IP or breach of confidentiality obligations.

15. NOTICES

15.1 Delivery of Notices. All notices, requests, consents, approvals, and other communications under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier; or (d) sent by email (with confirmation of receipt), to the addresses set forth below:

If to Athlete: the name and email address on Athlete’s signature record in the Platform, with a copy to any Designated Representative Athlete names in writing.

If to Valaritas: Valaritas AI, Inc., 1628 S Etting St., Philadelphia, PA 19145. Attn: Dave Cassidy. Email: dave@valaritasports.com

Either Party may change its notice address by providing written notice to the other Party in accordance with this Section 15.

16. GENERAL PROVISIONS

16.1 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay results from circumstances beyond such Party’s reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, embargoes, fire, flood, strikes, or failures of telecommunications or internet infrastructure (“Force Majeure Event”). The affected Party shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

16.3 Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party; provided, however, that Valaritas may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all of Valaritas’ obligations under this Agreement. Any purported assignment in violation of this provision shall be void.

16.4 Entire Agreement. This Agreement, together with all appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

16.5 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.

16.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.

16.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

16.8 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and does not confer any rights or remedies upon any third party.

16.9 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

16.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Signatures. Athlete, or the person who signs for Athlete under Schedule 3, signs this Agreement electronically in the Platform by typing their full name. Valaritas AI, Inc. signs it electronically by activating it in the Platform. The signature record states each signer’s name, capacity and title, the date, and the version and SHA-256 fingerprint of this text.

Schedule 1. Acceptable Use Policy

Valaritas will not use the Athlete IP, and will not allow any Sublicensee to use it, to attempt to generate AI-Generated Content:

containing personal information (including images or voice clips) of people without their consent;
containing personal information of anyone under 18 or the applicable age of digital consent;
containing nudity or pornographic material;
for which Valaritas does not hold appropriate usage rights, or which breaches another party’s rights, including intellectual property rights;
containing obscene, sexually explicit or inappropriate material;
containing or promoting child abuse or exploitation;
containing or promoting animal abuse;
containing or promoting non-consensual acts;
containing or promoting illegal activities or regulated goods;
containing or promoting solicitation;
containing or promoting bullying or harassment;
containing or promoting scams or fraud;
containing or promoting defamatory content;
containing or promoting gratuitous or graphic violence, or content promoting or glorifying violence;
containing or promoting dangerous groups or individuals;
containing or promoting suicide, self-injury or harm; or
containing or promoting hateful or discriminatory content.

Schedule 2. Agency and league terms

These terms apply when an agency or a league accepts them in the Platform, in addition to the Valaritas Terms of Service.

Agencies. An agency that signs this Agreement for an athlete does so under Schedule 3, and acts as that athlete’s Designated Representative for the reviews and approvals in Section 6 unless the athlete tells Valaritas otherwise in writing. The agency confirms that it represents every athlete it signs for or adds to its roster, keeps its roster information in the Platform accurate, and makes approval decisions in the Platform only within its authority. The agency’s commission is the rate set in the Platform’s fee schedule.

Leagues. A league grants Valaritas, for 3 years from the date it accepts these terms, a non-exclusive, worldwide license to use the league’s names, logos and marks, and footage the league owns, in AI-Generated Content featuring athletes who have an active Athlete Licensing Agreement with Valaritas, subject to the master category rules the league records in the Platform. The league confirms that each athlete licenses their own Athlete IP individually, that it is authorized to grant this license, and that its share of revenue is the share set in its group agreement in the Platform. Schedule 1 applies to the league’s names, logos, marks and footage as it applies to Athlete IP.

Schedule 3. Signing in the Platform

S3.1 Signing for Athlete. A person who signs this Agreement for Athlete (for example an agent, manager or agency) represents and warrants that they are authorized to bind Athlete, for example under a power of attorney or representation agreement, and will provide evidence of that authority on request. If they were not authorized, they are liable to Valaritas for the resulting loss.

S3.2 Athletes under 18. If Athlete is under 18, or under the age of majority where Athlete lives, Athlete’s parent or legal guardian signs on Athlete’s behalf, consents to this Agreement for Athlete and agrees to be bound by it to the extent the law allows. Valaritas may require court approval or other formalities before the Effective Date where the law requires them.

S3.3 Independent advice. Athlete confirms that Athlete had the opportunity to take independent legal advice before signing, and has told Valaritas in the Platform who, if anyone, advised Athlete.

S3.4 Existing Sponsors. The Existing Sponsors and Existing Sponsor Restrictions that Athlete lists in the Platform when signing are part of Athlete’s written disclosure under Section 6.5. Athlete gives the rest of that disclosure, and any change to it, in writing under Section 6.5.

S3.5 Biometric information. Athlete expressly consents to Valaritas, and Third-Party AI Tools acting on its behalf, collecting, storing and processing Athlete’s facial geometry, voiceprint and other biometric identifiers and biometric information in the Onboarding Materials, to create the Digital Twin and AI-Generated Content and otherwise to exercise the License. Valaritas does not use them to identify any person. Valaritas will keep biometric identifiers and biometric information only for the Term plus 90 days, unless longer retention is required by law or for legal claims, and will then permanently destroy them. This Section S3.5 does not apply to data de-identified under Section 5.4(b).

S3.6 Electronic record. With each signature Valaritas records the version and SHA-256 fingerprint of this text, the time, and the signer’s account, IP address and device. Section 16.10 applies to every electronic signature.

Version 2026-10-24.2 · SHA-256 fingerprint of this text: d722143702a1635957eda195d16000d70491b0b9918ff503c55e4e992ac6abc4