Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Drift website, companion mobile app, and related services (the “Platform”), operated by Prior Phil LLC d/b/a Drift NIL (“Drift,” “we,” “us,” or “our”).

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. The Platform

Drift operates a technology platform through its website and companion mobile app. The Platform enables:

• Creation and hosting of digital card content
• Licensing and display of certain athlete Name, Image, and Likeness (“NIL”) materials
• Sale and transfer of digital cards
• Payment processing through third-party providers

The companion mobile app provides access to your Drift account, collection, and available athlete account information. Card purchases, payout setup, and payout requests are offered on the website. The mobile app does not offer card checkout.

Drift is a technology provider only and is not a talent agency, collective, financial advisor, fiduciary, or representative of any user.

2. User Categories

The Platform may be used by:

• Collegiate Athletes
• Representatives (agents, collectives, managers, etc.)
• Card purchasers (“Users”)

Additional agreements may apply to Athletes and Representatives.

3. Eligibility

You must be at least 13 to create or use a DRiFT account, including through the mobile app. Minors must have their parent or legal guardian's permission.

Athletes aged 13–17 require guardian consent and DRiFT approval before their profiles or cards become publicly available.

You must provide accurate information.

You are responsible for ensuring your use complies with applicable laws, NCAA rules, institutional requirements, and contractual obligations.

4. Athlete and Representative Responsibilities

Athletes and Representatives represent and warrant that:

• They have the necessary rights to submit and license content
• Submission of content does not violate any third-party rights
• Required approvals from institutions or governing bodies have been obtained

Drift does not independently verify ownership of NIL rights and relies on user representations.

5. Digital Cards

Digital cards offered on the Platform:

• Are licensed for personal, non-commercial use only
• Do not convey intellectual property ownership
• May not be reproduced, commercially exploited, or used for endorsement purposes

Drift reserves all rights in the Platform and related technology.

Digital Image License Agreement

By checking this box, I understand and agree that: the Digital Images I purchase are licensed solely for my personal, non-commercial use. This includes private viewing, display, or sharing for non-commercial purposes only (e.g., personal printing or posting on social media without monetization). Prohibited uses include any commercial or business purposes, resale, sublicensing, transfer, modification, or any use that implies endorsement by the depicted athlete. The license is non-exclusive, non-transferable, and revocable upon violation. All purchases are nonrefundable.

Version: digital-image-license-2026-07-15

6. Payments

Website card checkout payments are processed by Stripe. Connected Stripe payouts and operator-sent manual wallet payouts are separate payout paths.

By using the Platform, you acknowledge:

• Website card checkout processing is handled by Stripe
• Drift does not store full credit card information
• Transactions may be subject to taxes, processing fees, and platform fees
• Payment providers maintain their own transaction records

Drift is not responsible for errors, delays, chargebacks, or actions of payment processors, financial institutions, or intermediaries.

Athletes choose a payout method on the website: connected Stripe payouts, or a manual wallet payout that an operator sends to the Cash App $Cashtag, Venmo username, or PayPal email address the athlete provides as a manual payout destination. Use payout settings to change that destination, or contact Drift about a pending request at info@driftnil.com.

All sales are final unless required otherwise by law.

All purchases are nonrefundable.

Digital-sale policy version: digital-sales-final-2026-07-15

7. Account Security

You are responsible for maintaining the confidentiality of your account credentials.

Drift is not liable for unauthorized access resulting from your failure to safeguard login information.

8. Acceptable Use

You agree not to:

• Violate any law or regulation
• Infringe intellectual property rights
• Submit false or misleading information
• Attempt to disrupt Platform functionality
• Engage in fraud or abuse

Drift may suspend or terminate accounts at its discretion.

9. Intellectual Property

Athletes retain ownership of their NIL, subject to any licenses granted.

Drift retains ownership of:

• The Platform
• All software and technology
• Branding and trademarks
• Marketplace structure and functionality

Nothing in these Terms transfers ownership of Drift intellectual property.

10. Disclaimer of Warranties

The Platform is provided “as is” and “as available.”

To the fullest extent permitted by law, Drift disclaims all warranties, express or implied, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Drift does not guarantee:

• Continuous availability
• Error-free operation
• Uninterrupted service

11. Limitation of Liability

To the fullest extent permitted by law:

• Drift shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or goodwill.
• Drift’s total liability arising from or related to the Platform shall not exceed the amount paid to Drift by the user in connection with the specific transaction giving rise to the claim.

Drift is not liable for:

• Acts or omissions of third-party payment processors
• Cyberattacks or security breaches beyond reasonable control
• Regulatory or NCAA determinations
• Actions of other users

12. Indemnification

You agree to indemnify and hold harmless Drift from claims arising out of:

• Your content submissions
• Your violation of these Terms
• Your infringement of third-party rights
• Your violation of applicable laws or regulations

13. Dispute Resolution

Any dispute arising from these Terms or the Platform shall be resolved through binding arbitration.

• Venue: Pennsylvania
• Single arbitrator
• Each party bears its own legal fees unless otherwise awarded

You waive the right to a jury trial and participation in class actions.

Either party may seek injunctive relief in court for intellectual property or irreparable harm matters.

14. Termination

Drift may suspend or terminate access at any time, with or without notice, for any reason, including violation of these Terms.

Termination does not affect completed transactions.

15. Modifications

Drift may update these Terms at any time.

Continued use of the Platform after updates constitutes acceptance of the revised Terms.

16. Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

17. Customer Support and Contact

For help with your Drift account, payout requests or purchases, email info@driftnil.com with a description of the issue and any relevant transaction reference. Do not send passwords. Drift reviews refund requests under the payment and refund terms in Section 6.