SidelineWealth™Draft — pending final legal review

Sideline Wealth™ — Terms of Service

Operated by CLV Media, LLC Effective Date: [EFFECTIVE DATE] Contact: legal@clvmedia.com

1. Agreement to Terms

1.1 These Terms of Service (the "Terms") constitute a binding legal agreement between you ("User," "you," or "your") and CLV Media, LLC, a [STATE OF FORMATION] limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the Sideline Wealth™ web application, websites located at sidelinewealth.com, application programming interfaces, monitoring agents, calculators, reports, and all related software, content, and services (collectively, the "Platform").

1.2 By accessing, registering for, or using the Platform, by clicking "I agree," or by purchasing or using any "Subscription" (as defined in Section 4), you acknowledge that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, the Cookie Policy, and the Disclaimer, each incorporated by reference. If you do not agree, you must not use the Platform.

1.3 If you accept these Terms on behalf of an organization (including a financial-advisory firm, sports agency, collective, or other entity), you represent that you have authority to bind that organization, and "you" refers to both you individually and that organization.

1.4 ⚠️ ATTORNEY REVIEW — Clickwrap formation, incorporation by reference, and enforceability against organizational signatories should be confirmed for your account-creation flow.

2. Definitions

2.1 "Advisor User" means a User who accesses the Platform in a professional capacity, including financial advisors, registered investment adviser representatives, tax professionals, sports agents, agency personnel, and collective administrators.

2.2 "Athlete User" means an individual User (including a current, prospective, or former student-athlete or professional athlete, or a parent or legal guardian acting on behalf of such an athlete) who accesses the Platform for personal planning purposes.

2.3 "Outputs" means all estimates, calculations, scenario comparisons, savings ranges, multi-state allocations, flags, guardrails, action items, reports, summaries, and other materials generated by the Platform, including content produced in whole or in part by automated or artificial-intelligence systems ("AI Outputs").

2.4 "Source Data" means publicly available rules, rates, thresholds, policies, and announcements ingested by the Platform from third-party sources, including the Internal Revenue Service ("IRS"), the Social Security Administration ("SSA"), state departments of revenue, the National Collegiate Athletic Association ("NCAA"), the College Sports Commission, and similar governmental and governing bodies.

2.5 "User Content" means information you input, upload, or transmit to the Platform, including income figures, classification, state, salary, duty-day, and prospect data.

3. Description of Services

3.1 The Platform is a financial-planning illustration and information tool designed to help Users model the potential tax effects of name, image, and likeness ("NIL") income, revenue-share income, and related compensation, and to monitor changes in publicly available federal, state, and NCAA rules relevant to such income.

3.2 Platform features may include, without limitation: (a) interactive tax-scenario calculators (including S-Corporation, §199A "QBI," self-employment-tax, and multi-state "jock-tax" estimates); (b) automated monitoring agents that surveil Source Data and stage proposed rule changes for human review; (c) a "what's changed" feed and alert or digest emails; (d) an advisor workspace with roster, action items, and prospect tools; (e) branded, exportable reports; and (f) AI-assisted explanations and summaries.

3.3 No professional services. The Company is not a certified public accounting firm, law firm, registered investment adviser, broker-dealer, insurance producer, tax-return preparer, or immigration practice, and the Platform does not constitute and does not provide accounting, legal, tax, investment, financial, insurance, or immigration advice or services. The Platform does not prepare or file tax returns, does not custody assets, and does not establish, register, or operate any legal entity on your behalf.

3.4 Estimates only. All Outputs are non-binding estimates based on simplified models, assumptions about 2025–2026 tax law, Source Data that may be outdated or incomplete, and the User Content you provide. Outputs may not reflect your complete circumstances, all multi-state sourcing rules, local taxes, the contested classification of revenue-share income, or subsequent changes in law.

3.5 The Company may modify, suspend, add, or discontinue any portion of the Platform at any time, with or without notice, and is not liable to you or any third party for doing so.

4. Subscriptions, Fees, and Billing

4.1 Plans. The Platform is offered through a free tier and one or more paid subscription plans (each a "Subscription"), which may include individual advisor, agency, enterprise/collective, and athlete plans, together with optional add-ons such as report packs (collectively, the "Plans"). Current Plan names, features, seat counts, and prices are set forth at sidelinewealth.com/pricing ("Plan Pricing") and are incorporated by reference.

4.2 ⚠️ ATTORNEY REVIEW / BUSINESS CONFIRM — Insert finalized Plan names and prices in the Plan Pricing page (e.g., Free $0; Advisor (Solo) $[PRICE]/mo; Agency $[PRICE]/mo; Enterprise/Collective $[PRICE]; Athlete $[PRICE]; Report Pack $[PRICE]). Confirm every figure; do not reuse pricing from any unrelated product.

4.3 Authorization and recurring billing. Paid Subscriptions are billed in advance on a recurring monthly or annual basis (the "Billing Period") through our third-party payment processor, Stripe, Inc. ("Payment Processor"). By purchasing a Subscription, you authorize the Company and the Payment Processor to charge your payment method for all applicable fees, taxes, and renewals until you cancel.

4.4 Automatic renewal. Each Subscription automatically renews for a successive Billing Period at the then-current Plan Pricing unless you cancel before the end of the current Billing Period. You may cancel anytime in account settings or by contacting legal@clvmedia.com; cancellation takes effect at the end of the current Billing Period.

4.5 No refunds. Except where required by law or expressly stated in writing, all fees are non-refundable, and the Company does not provide refunds or credits for partial Billing Periods, unused features, downgrades, or unused seats. Add-ons and report packs are non-refundable once delivered or generated.

4.6 Price changes. The Company may change Plan Pricing prospectively, applied to the next renewal following at least thirty (30) days' notice; continued use after the change constitutes acceptance.

4.7 Taxes. Fees are exclusive of, and you are responsible for, all sales, use, VAT, and similar taxes, excluding taxes on the Company's net income.

4.8 Seats. For multi-seat Plans, you are responsible for all activity under your seats and must ensure each seat is used by a single authorized individual.

4.9 Free tier. Free-tier access is provided "as is," may be subject to limits, and may be modified or discontinued at any time.

4.10 Past-due amounts; chargebacks. The Company may suspend or terminate access for non-payment. Initiating a chargeback without first seeking resolution under Section 4.4 is a material breach.

5. Eligibility; Accounts

5.1 Eligibility. The Platform is available only to (a) Advisor Users who are professionals operating in the United States, and (b) Athlete Users located in the United States. The Platform addresses United States federal and state tax contexts only; Outputs concerning non-U.S. or "nonresident alien" scenarios are illustrative and especially uncertain.

5.2 Age and minors. You must be at least eighteen (18) years old to create an account. A parent or legal guardian may create and control an account on behalf of a minor athlete and is solely responsible for all use of that account and bound by these Terms on the minor's behalf. The Platform is not directed to children under thirteen (13). ⚠️ ATTORNEY REVIEW — Minor athletes are common in NIL; confirm parental-consent flow, state NIL-minor rules, COPPA exposure, and enforceability of arbitration/class-waiver against minors.

5.3 Account security. You are responsible for the confidentiality of your credentials and for all activity under your account, and must notify legal@clvmedia.com promptly of unauthorized use.

5.4 Accuracy. You agree to provide accurate, current, and complete registration information.

6. Acceptable Use

6.1 You agree not to: (a) use the Platform for any unlawful, fraudulent, or deceptive purpose; (b) represent any Output as professional advice originating from the Company; (c) reverse engineer, decompile, scrape, or derive source code, models, or the underlying rules database, except where such restriction is prohibited by law; (d) access the Platform by automated means except through APIs we authorize; (e) resell, sublicense, white-label, or provide the Platform to third parties except as your Plan permits; (f) circumvent usage, seat, or rate limits; (g) upload malicious code or interfere with security; (h) use the Platform to build a competing product or to benchmark for a competitor; or (i) submit User Content you lack the right to submit.

6.2 No sensitive data. You must not submit full Social Security numbers, government-ID numbers, financial-account credentials, protected health information, or other sensitive personal data except where a field expressly requests it. The Platform does not require such data to function.

6.3 The Company may investigate suspected violations and suspend or terminate access under Section 11.

7. User Content

7.1 You retain ownership of your User Content and grant the Company a worldwide, non-exclusive, royalty-free license to host, process, and use it solely to operate, secure, support, and improve the Platform and to generate Outputs for you.

7.2 You represent that you have all rights necessary to submit your User Content and that it violates no law or third-party right.

7.3 Aggregated/De-identified Data. The Company may create and use aggregated and de-identified data (not identifying you or any individual) for any lawful business purpose, including analytics and improvement. ⚠️ ATTORNEY REVIEW — Confirm de-identification standard and whether AI model training on User Content is intended; if so, disclose expressly.

8. Intellectual Property

8.1 Company IP. The Platform, including all software, calculation engines, rules databases, monitoring-agent logic, interfaces, designs, content, and trademarks ("Sideline Wealth™," "CLV Media"), and all intellectual-property rights therein, are the exclusive property of the Company and its licensors. No rights are granted except the limited license in Section 9.

8.2 Outputs. Subject to payment and compliance, the Company grants you a license to use Outputs generated for you for your internal business or personal planning purposes and, for Advisor Users, to share Outputs and branded reports with your own clients. The Company retains ownership of the templates, formats, models, and methodology used to generate Outputs. You are solely responsible for any decision or advice based on Outputs. ⚠️ ATTORNEY REVIEW — Confirm rights allocation in AI-assisted Outputs and the scope of Advisor redistribution to end clients.

8.3 Feedback. Any suggestions you provide may be used by the Company without restriction or compensation.

9. License Grant

9.1 Subject to these Terms and your Plan, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during your Subscription term for the purposes in Section 3. All rights not expressly granted are reserved.

10. Third-Party Services

10.1 The Platform relies on and links to third-party services and data sources (including the Payment Processor, hosting, database, AI model, email-delivery, and analytics providers, and governmental Source Data). The Company does not control and is not responsible for third-party services or Source Data, which may be inaccurate, delayed, or incomplete, and your use may be subject to their separate terms.

11. Suspension and Termination

11.1 By you. You may terminate by canceling all Subscriptions and ceasing use; Section 4.5 applies.

11.2 By the Company. The Company may suspend or terminate access immediately and without liability if (a) you breach these Terms; (b) required by law or to prevent harm, fraud, or security risk; or (c) the Company discontinues the Platform.

11.3 Effect. Upon termination, your license ends and you must cease use. Sections 4.5, 7.3, 8, 12, 13, 14, 15, 16, and 17 survive. You are responsible for exporting data before termination.

12. Disclaimers

12.1 Informational purposes only. THE PLATFORM AND ALL OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL AND FINANCIAL-PLANNING-ILLUSTRATION PURPOSES ONLY AND DO NOT CONSTITUTE TAX, LEGAL, ACCOUNTING, FINANCIAL, INVESTMENT, INSURANCE, OR IMMIGRATION ADVICE. NO PROFESSIONAL-CLIENT, FIDUCIARY, OR ADVISORY RELATIONSHIP IS CREATED BY YOUR USE OF THE PLATFORM.

12.2 Your responsibility. You are solely responsible for all tax, financial, structuring, entity-formation, compensation, filing, eligibility, and compliance decisions, and for verifying all Outputs with a qualified, licensed professional (such as a CPA, tax attorney, or financial advisor) before acting.

12.3 Estimates and assumptions. Outputs are estimates based on simplified assumptions about 2025–2026 federal and state tax law and on User Content, and may not account for your full circumstances, all multi-state sourcing/"jock-tax" rules, local taxes, or future (including retroactive) changes in law.

12.4 Revenue-share classification. The proper tax classification of NIL and revenue-share income (including 1099 versus W-2, and royalty versus service characterization) is unsettled and subject to ongoing litigation, regulatory action, and institutional practice. Outputs assume a classification that may prove incorrect.

12.5 AI Outputs. AI Outputs and automated summaries may be inaccurate, incomplete, outdated, or fabricated. Monitoring-agent results, even where human-reviewed, are not guaranteed to be timely, complete, or correct. You must independently verify all AI Outputs.

12.6 Source Data. Source Data is drawn from public sources and is not guaranteed to be accurate, current, or complete.

12.7 NCAA/NIL and immigration. The Platform does not ensure compliance with NCAA, conference, institutional, state, or clearinghouse rules, and does not provide immigration or work-authorization advice. International or visa-holding athletes must consult qualified immigration and tax counsel, and all athletes must consult their institution's compliance office.

12.8 "AS IS." EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. ⚠️ ATTORNEY REVIEW — Some jurisdictions limit warranty disclaimers, especially for consumer (Athlete) Users.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SAVINGS, TAX PENALTIES OR INTEREST, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.3 These limitations apply regardless of the theory of liability and are an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so portions may not apply to you. ⚠️ ATTORNEY REVIEW — Liability caps face heightened scrutiny for consumer users and in tax-penalty contexts; confirm enforceability and consider professional-liability insurance.

14. Indemnification

14.1 You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, agents, and licensors from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Platform or Outputs; (b) any tax, financial, billing, compensation, eligibility, or compliance decision you or your clients make; (c) your User Content; (d) your breach of these Terms or violation of law; and (e) for Advisor Users, any advice, report, or service you provide to your clients using the Platform.

14.2 ⚠️ ATTORNEY REVIEW — Confirm indemnity scope, particularly the Advisor-User-to-end-client flow-down.

15. Governing Law; Venue

15.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Subject to Section 16, the exclusive venue for any permitted court proceeding is the state and federal courts in Charlotte, Mecklenburg County, North Carolina, and you consent to personal jurisdiction there.

16. Dispute Resolution; Binding Arbitration; Class Waiver

16.1 Informal resolution first. Before arbitration, you agree to contact legal@clvmedia.com and attempt in good faith to resolve the dispute for at least thirty (30) days.

16.2 Binding arbitration. Except as in Section 16.5, any dispute arising out of or relating to the Platform or these Terms will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its applicable rules (Commercial Rules for Advisor Users and, where applicable, Consumer Rules for Athlete Users), before a single arbitrator seated in Charlotte, North Carolina, or conducted virtually. The Federal Arbitration Act governs this Section.

16.3 Class-action waiver. ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. YOU AND THE COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16.4 Jury-trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL.

16.5 Exceptions. Either party may bring an individual claim in small-claims court and may seek injunctive or equitable relief in court to protect intellectual-property or confidentiality rights.

16.6 ⚠️ ATTORNEY REVIEW — Mandatory arbitration and class-waiver provisions are heavily scrutinized for consumer and minor users, vary by state, and require careful drafting (opt-out windows, cost-shifting, mass-arbitration protocols). Counsel must confirm enforceability and AAA rule selection.

17. General

17.1 Changes to Terms. The Company may update these Terms by posting the revised version and updating the Effective Date; for material changes, the Company will provide reasonable notice. Continued use after the effective date constitutes acceptance.

17.2 Entire agreement; severability; waiver. These Terms (with incorporated policies) are the entire agreement and supersede prior agreements. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

17.3 Assignment. You may not assign these Terms without the Company's consent; the Company may assign freely, including in a merger or sale.

17.4 Force majeure. The Company is not liable for delays or failures caused by events beyond its reasonable control.

17.5 Notices. Legal notices to the Company must be sent to legal@clvmedia.com. The Company may give notice by email or in-Platform.

17.6 Relationship. The parties are independent contractors; nothing creates a partnership, agency, or fiduciary relationship.

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