ZoneINTM
LEGAL · v1.0-draft

ZoneIN Brand Page Agreement.

The agreement that governs verified school team pages on ZoneIN. Schools accept this agreement via click-wrap consent during the verification flow at /verify-team.

DRAFT — NOT YET COUNSEL-REVIEWED

This document is a template drafted from standard B2B click-wrap patterns and has not yet been reviewed by an attorney. Do not rely on this agreement for binding production verifications without first having it reviewed by counsel familiar with NCAA compliance, Title IX, and Utah trademark / contract law.

ZONEIN BRAND PAGE AGREEMENT (v1.0-draft) DRAFT — PENDING LEGAL REVIEW. DO NOT RELY ON FOR PRODUCTION CONSENT WITHOUT COUNSEL APPROVAL. 1. PARTIES. This Brand Page Agreement ("Agreement") is between ZoneIN, Inc. ("ZoneIN") and the institution identified in the verification request ("Institution"). The individual submitting the verification request ("Submitter") accepts this Agreement on behalf of Institution. 2. AUTHORITY. Submitter represents and warrants that they have the authority to bind Institution to this Agreement. Submitter shall provide title and contact information sufficient to evidence that authority. 3. LICENSE GRANT. Institution grants ZoneIN a limited, non-exclusive, revocable, royalty-free, worldwide license to use Institution's name, logos, color marks, mascots, and other trademarks (collectively, the "Marks") solely for the purpose of operating Institution's verified team page on ZoneIN's platform and related promotional surfaces (e.g., feeds, navigation menus, search results that surface Institution's team page). 4. INSTITUTION REPRESENTATIONS AND WARRANTIES. Institution represents and warrants that: (a) it owns or has the right to license the Marks; (b) ZoneIN's use of the Marks as permitted under this Agreement will not infringe any third party's rights; (c) any content Institution submits to its verified team page (including logos, banners, messaging, NIL deal listings, and collective information) is accurate and Institution has the right to publish such content on ZoneIN. 5. INDEMNIFICATION. Institution shall indemnify, defend, and hold harmless ZoneIN, its officers, employees, and agents from and against any third-party claims, damages, losses, settlements, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) Institution's breach of its representations and warranties in Section 4; (b) any content Institution submits to its verified team page; (c) Institution's exercise of any control over its verified team page content. 6. ZONEIN OBLIGATIONS. ZoneIN shall: (a) display the Marks only on Institution's verified team page surfaces and related navigation; (b) honor in good faith written takedown requests from Institution within seven (7) business days; (c) maintain commercially reasonable security practices for Institution-provided content. 7. NIL REVENUE SHARE (NCAA ONLY). For NCAA member institutions, ZoneIN shall route a defined share of affiliate commissions and applicable subscription revenue ("NIL Share") generated by Institution's verified team page to Institution's designated NIL collective. The current NIL Share schedule is published in ZoneIN's Vendor Portal documentation and may be updated by ZoneIN on 30 days' written notice. Payout requires Institution to designate an NIL collective entity authorized to receive funds (no direct payments to athletes or to Institution itself). 8. TERMINATION. Either party may terminate this Agreement at any time by providing the other party written notice. Upon termination: (a) ZoneIN will remove the Verified badge and Institution-provided Marks from Institution's team page within thirty (30) days; (b) Institution's team page remains live in its pre-verification state; (c) any unpaid NIL Share balance is paid out within sixty (60) days, subject to ZoneIN's payout agreement with Institution's designated collective. 9. NO PARTNERSHIP. Nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship between the parties. Each party is an independent contractor. 10. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ZONEIN PROVIDES ITS PLATFORM "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 11. LIMITATION OF LIABILITY. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. 12. GOVERNING LAW. This Agreement is governed by the laws of the State of Utah, without regard to its conflicts of law principles. 13. ENTIRE AGREEMENT. This Agreement, together with ZoneIN's Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements. 14. AMENDMENT. ZoneIN may amend this Agreement by publishing a new version at zonein.com/legal/brand-page-agreement and notifying Institution at the email address on file. Continued use of the Verified team page thirty (30) days after notice constitutes acceptance of the amended Agreement. 15. CLICK-WRAP ACCEPTANCE. BY CHECKING THE BOXES BELOW IN THE VERIFICATION FORM, SUBMITTER ACKNOWLEDGES THEY HAVE READ THIS AGREEMENT, AGREE TO ITS TERMS ON BEHALF OF INSTITUTION, AND REPRESENT THAT THEY ARE AUTHORIZED TO BIND INSTITUTION.