1. Acceptance of Terms
These Terms, together with the Orenyx NIL Engine Privacy Policy, Payment Terms, Refund Policy, Acceptable Use Policy, Disclaimer, Cookie Policy, and, where applicable, API Terms and Data Processing Addendum (collectively, the “Orenyx Policies”), govern your use of the Service. Each Orenyx Policy is incorporated into these Terms by reference. In the event of a direct conflict between these Terms and a specific Orenyx Policy on a matter that Orenyx Policy expressly addresses, that Orenyx Policy controls solely with respect to that matter.
Orenyx may update these Terms from time to time in accordance with Section 18.7. Your continued use of the Service after an update constitutes acceptance of the revised Terms.
2. Eligibility
The Service is restricted to individuals and entities that are at least eighteen (18) years of age. By accessing or using the Service, each individual User represents and warrants that they are at least eighteen (18) years old and have the legal capacity to enter into a binding contract. Orenyx does not knowingly permit registration or use of the Service by any individual under eighteen (18) years of age, and any account found to belong to an individual under eighteen (18) will be suspended or terminated upon discovery.
If you are accessing the Service on behalf of a Brand or a School, you represent and warrant that you are authorized to bind that entity to these Terms and that the entity itself is validly formed and in good standing.
Orenyx reserves the right to request proof of age or identity at any time and to suspend access pending verification.
3. Definitions
“Athlete” means a current or former college student-athlete who creates an account to review, accept, or fulfill NIL Deals through the Service.
“Brand” means a business or individual that subscribes to the Service to post, fund, or fulfill NIL Deals with Athletes.
“School” means an athletic department or affiliated institution that accesses the Service to track or report NIL Deals involving its Athletes.
“NIL Deal” or “Deal” means a fixed-package name, image, and likeness arrangement offered by a Brand and made available to Athletes through the Service, including any associated deliverables, scripts, or content guidance.
“NCAA” means the National Collegiate Athletic Association, and “NIL Go” means the NCAA’s NIL reporting system or any successor system.
“User Content” means any information, deliverable, content, or material submitted, posted, or transmitted by a User through the Service.
4. Description of the Service
Orenyx NIL Engine is a marketplace and workflow platform that connects Athletes with Brands for fixed-package NIL Deals and provides Schools with tooling to track and, where applicable, report NIL Deals for compliance purposes, including reporting to NIL Go where required. Deals offered through the Service consist of pre-set terms and deliverables and are not individually negotiated between the parties within the Service.
Orenyx is a facilitator and technology platform only. Orenyx is not a party to any NIL Deal formed between an Athlete and a Brand, is not an athlete agent, marketing representative, or talent agency, and does not represent either party in the negotiation, performance, or enforcement of any NIL Deal. The underlying contractual relationship created by an accepted NIL Deal exists solely between the Athlete and the Brand.
Orenyx provides compliance-tracking and reporting tools to Schools as a convenience and does not act as legal counsel, a compliance officer, or an agent of any School, Athlete, or Brand. Section 12 (Disclaimers) further governs this Section 4.
5. Accounts and Registration
You must register for an account to access most features of the Service and must provide accurate, current, and complete information during registration and keep such information updated.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Orenyx promptly of any unauthorized use of your account.
Orenyx may refuse to register, or may suspend or terminate, any account at its discretion, including where Orenyx is unable to verify a Brand’s or School’s legitimacy or where fraud, misrepresentation, or a violation of these Terms is suspected.
6. Fixed-package Deals and Acceptance Process
Brands fund and post NIL Deals with fixed terms, compensation, and deliverables. Athletes may review and accept an available Deal but may not modify its terms through the Service. Acceptance of a Deal by an Athlete forms a direct agreement between that Athlete and the posting Brand, subject to the Deal’s stated terms.
Orenyx makes no representation that any Brand will honor an accepted Deal or that any Athlete will complete the associated deliverables. Disputes concerning non-performance, deliverable quality, or payment for a Deal are matters solely between the Athlete and the Brand. Orenyx may, but is not obligated to, provide dispute-flagging tools within the Service.
Script and content guidance provided in connection with a Deal is furnished for informational convenience only and does not constitute legal, regulatory, or eligibility advice.
7. Role of Schools and Compliance Tooling
Schools may access the Service at no cost, unless a fee is clearly disclosed to the School in advance, to obtain visibility into NIL Deals involving their Athletes and to support the School’s own NCAA compliance reporting obligations, including reporting to NIL Go where required.
The Service is a tool to support a School’s compliance process. It is not a substitute for the School’s own compliance program, legal counsel, or independent verification of reporting accuracy. Each School remains solely responsible for its own compliance with NCAA and other applicable rules.
As between Orenyx and a School, and except as otherwise set forth in a Data Processing Addendum executed between the parties, the School is the data controller of its Athletes’ NIL Deal records processed through the Service for the School’s compliance purposes, and Orenyx acts as a service provider processing such records on the School’s behalf and instructions.
8. Fees and Payment
Brands pay a monthly package fee (Bronze, Silver, or Gold) to use the Service, as set out in the Orenyx NIL Engine Payment Terms, which are incorporated into these Terms by reference. Athletes, agents, and Schools are not charged a fee unless it is clearly disclosed in advance. Payment for the underlying NIL Deal between an Athlete and a Brand is a matter between those parties and is not processed by Orenyx.
Refunds, where available, are governed exclusively by the Orenyx NIL Engine Refund Policy.
9. Acceptable Use
Use of the Service is subject to the Orenyx NIL Engine Acceptable Use Policy, incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms and may result in suspension or termination of your account without refund, except as expressly provided in the Refund Policy.
10. Intellectual Property
Orenyx and its licensors retain all right, title, and interest in and to the Service, including all software, design, text, graphics, trademarks, and other content made available by Orenyx, excluding User Content. Subject to your compliance with these Terms, Orenyx grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose.
You retain ownership of your User Content. By submitting User Content to the Service, you grant Orenyx a worldwide, royalty-free, non-exclusive license to host, store, reproduce, and display such User Content solely as necessary to operate, provide, and improve the Service.
Nothing in these Terms transfers to Orenyx any right, title, or interest in an Athlete’s name, image, or likeness, except the limited license necessary to operate the Service and display Deal-related information to the relevant counterparties.
11. Third-party Services and Payment Processing
Payments processed by Orenyx through the Service are handled by Stripe, Inc. (“Stripe”) and are subject to Stripe’s terms and privacy practices. Orenyx does not receive, store, or process raw payment card data. Orenyx is not responsible for the acts, omissions, availability, or errors of Stripe or any other third-party service integrated with the Service.
12. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Orenyx does not warrant or guarantee that use of the Service will result in NCAA or other regulatory compliance for any Athlete, Brand, or School, that any Deal will be honored or completed, or that any compliance report generated or supported by the Service is complete or accurate for any particular purpose. Additional disclaimers applicable to the Service are set out in the Orenyx NIL Engine Disclaimer, incorporated into these Terms by reference.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORENYX, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ORENYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORENYX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ORENYX (EXCLUDING AMOUNTS PAID TO THIRD PARTIES SUCH AS STRIPE OR PAID DIRECTLY BETWEEN AN ATHLETE AND A BRAND) IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section 13 apply notwithstanding the failure of essential purpose of any limited remedy and form an essential basis of the bargain between the parties.
14. Indemnification
You agree to indemnify, defend, and hold harmless Orenyx and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms or any Orenyx Policy; (d) your violation of any applicable law or third-party right; or (e) any NIL Deal, dispute, or communication between you and another User.
15. Term and Termination
These Terms remain in effect for as long as you maintain an account or otherwise use the Service. Orenyx may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including for violation of these Terms or any Orenyx Policy.
You may terminate your account at any time by following the account closure process made available within the Service. Termination does not relieve you of any payment obligation accrued prior to termination.
Sections 3, 10, 12, 13, 14, 16, and 17, and any other provision that by its nature should survive, survive termination of these Terms.
16. Dispute Resolution; Arbitration; Class Action Waiver
Except for claims eligible for small claims court or claims for injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to these Terms or the Service will be resolved by binding, individual arbitration administered under the commercial arbitration rules of a recognized arbitration body, seated in Wyoming, rather than in court.
YOU AND ORENYX EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Disputes must be brought in an individual capacity only.
17. Governing Law; Venue
These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Subject to Section 16, the state and federal courts located in Wyoming have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to the personal jurisdiction of such courts.
18. Miscellaneous
Entire Agreement. These Terms, together with the Orenyx Policies, constitute the entire agreement between you and Orenyx regarding the Service and supersede all prior agreements regarding the Service.
Assignment. You may not assign these Terms without Orenyx’s prior written consent. Orenyx may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
No Waiver. Orenyx’s failure to enforce any provision of these Terms is not a waiver of that provision.
Force Majeure. Orenyx is not liable for any failure or delay in performance resulting from causes beyond its reasonable control.
Notices. Orenyx may provide notices to you through the Service or to the email address associated with your account. You may provide notice to Orenyx at the contact information published on the Service.
Amendments. Orenyx may amend these Terms by posting an updated version through the Service. Material changes will be identified by an updated Effective Date.
Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Orenyx.