Valaritas

AI Likeness Rights Licensing Agreement

Version 2026-10-12

This AI Likeness Rights Licensing Agreement (the Agreement or RLA) is between Valaritas AI, Inc., a corporation incorporated in the State of Delaware, United States (Valaritas, we, us), and the athlete named on the signature record in the Valaritas dashboard (the Athlete, you). Each is a party. Where a representative or a parent or guardian signs for the Athlete, section 14 also applies to them.

1. Definitions

Activation Date means the date Valaritas verifies your identity (or your representative's authority) and activates this Agreement in the Platform. Your dashboard shows it.

AI Content means any Digital Twin, AI-generated outputs and content, synthetic media, digital representations, and any other work, material, data or output created, generated, derived from or produced, in whole or in part, from or using the Athlete IP or any Onboarding Materials, by or through the use of an AI System, whether by Valaritas or by a third party acting for Valaritas. It includes all iterations, modifications and derivatives of any of them, including meshes, models and avatars, texture and surface maps, facial rigs and expression models, motion capture and animation data, voice models and synthetic voices, Fine-Tuned Models, embeddings and other numeric representations, and training datasets.

AI System means an artificial intelligence or machine learning system, including any machine-based system that is designed to operate with varying levels of autonomy, that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers from the input it receives how to generate outputs such as predictions, content, recommendations or decisions that can influence physical or virtual environments.

Approved AI Providers has the meaning in section 7.1.

Athlete IP means your: voice and likeness; professional and other biographical information; mannerisms, gestures, personality, celebration style and other personally identifying characteristics; legal and professional names, and fictionalised versions of those names; and all other IP Rights owned or licensable by you. Athlete IP does not include AI Content or any of the other materials Valaritas owns under section 2.2, even where they depict, resemble or incorporate elements of your name, image, likeness, voice or other attributes.

Athlete-Provided Materials means all photographs, images, video and audio recordings, documents, files, samples and other content uploaded, connected or otherwise delivered to Valaritas by you or on your behalf.

Base Model means a version of your Digital Twin stored in the Platform (reference images, voice samples, motion references and a written description) that is used to generate AI Content.

Brand Deal means any agreement or arrangement, written or oral, between you (or someone acting for you) and a Brand Deal Partner about a Potential Brand Deal, including any renewal, extension or expansion of it.

Brand Deal Fees means all cash amounts actually received by Valaritas from a brand, sponsor, advertiser or other counterparty for your 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 of agency or other commissions actually paid to unaffiliated third parties.

Brand Deal Partner means a Potential Brand Deal Partner that has entered into a Brand Deal, for as long as that Brand Deal is in effect.

Business Day means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorised or required to close.

Capture Session means any session, in person or digital, in which you permit Valaritas, its agents or third parties acting for it to record or capture your likeness, features, voice, expressions or movements, whether by photographs, video, audio, three-dimensional scans or other methods.

Capture Session Materials means all recordings, scans, captures and other materials created, recorded or derived by or for Valaritas in or from a Capture Session, including the biometric information and identifiers captured, recorded or derived from it, and any transcripts, notes and other records of it.

Circumvention Proceeds means all cash, and the fair market value of all non-cash consideration, paid or payable to or received by you or anyone acting for you under an agreement or arrangement described in section 4.9, including any renewal, extension or expansion of it, without deduction for agency or management commissions or other expenses.

Competing AI Platform means any person, product or service, other than Valaritas and its sublicensees under this Agreement, that creates, operates, licenses or commercialises AI digital twins, conversational AI personas or agents, or synthetic media of real people, or that uses a real person's identity as training data or other input for an AI System.

Designated Representative means any agent, manager or other representative you designate in the Platform or in writing to act for you under this Agreement.

Digital Twin means any digital avatar, 3D model, AI model or system, or synthetic representation of you incorporating your name, image, likeness, voice, mannerisms and celebration style, whether created manually, algorithmically or through artificial intelligence or machine learning, that can be used to generate content replicating or simulating your appearance, voice, mannerisms or other attributes, including any modification, enhancement or other improvement to it, whether resulting from its use in or interaction with any AI Systems or otherwise.

Existing Commitments means licences, sponsorships, endorsements and other arrangements concerning your Athlete IP that exist on the date you sign, as disclosed under section 4.6.

Existing Deal has the meaning in section 6.5.

Fine-Tuned Model means any AI model, model weights, parameters, checkpoints, adapters or embeddings that Valaritas (or a third party acting for it) trains, fine-tunes or otherwise develops using the Athlete IP, the Onboarding Materials or AI Content.

IP Rights means all intellectual property rights of any kind, registered or unregistered, anywhere in the world, including patents, utility models, rights in inventions, copyright and neighbouring rights, moral rights, database rights, rights in data and datasets, trade marks, service marks, trade names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, rights in algorithms, machine learning models, neural networks, training data, model weights and parameters, rights in confidential information and trade secrets (including know-how), and all other intellectual property rights, whether known now or developed in the future, together with all applications, renewals, extensions and rights to claim priority.

Licence Revenue means all gross revenue received by Valaritas, directly or indirectly, from exploiting the Athlete IP or AI Content under this Agreement, including subscriptions, fan purchases and other Platform transactions attributable to you, Brand Deal Fees, and fees for licensing AI Content to third parties, excluding taxes collected for tax authorities, amounts refunded or charged back, and commissions actually paid to unaffiliated third parties on Brand Deals. Valaritas bears its own payment processing, hosting and other costs out of its share and does not deduct them from yours.

Onboarding Materials means all information, data, documents and other materials, in any form, that you or your representatives provide or make available to Valaritas in connection with joining the Platform, including the Capture Session Materials, all questionnaires, intake forms and responses, and the Athlete-Provided Materials.

Pilot Period has the meaning in section 9.3.

Platform means the Valaritas websites, dashboards, applications and services, including Valaritas Superstar, through which Valaritas offers ways to connect, engage and interact with athletes (including messaging, video, audio, personalised content and AI-powered interactions) and through which brands, sponsors and other commercial partners may discover, propose, negotiate or enter into Brand Deals, together with all updates and successor versions.

Potential Brand Deal means any endorsement, sponsorship, advertising, promotional, licensing, appearance, content creation or other commercial opportunity for you that Valaritas (or anyone acting for Valaritas) identifies, sources, solicits, pitches, refers or introduces, directly or indirectly, to you, a Designated Representative or a Brand Deal Partner, whether or not on or through the Platform and whether or not AI Content is used.

Potential Brand Deal Partner means any brand, sponsor, advertiser or other counterparty (with its affiliates, agencies and successors) that Valaritas (or anyone acting for Valaritas) identifies, solicits, contacts, pitches or introduces, directly or indirectly, to you or a Designated Representative, or to which Valaritas presents or markets you, in connection with a Potential Brand Deal. A counterparty is not a Potential Brand Deal Partner if you show, by contemporaneous written records that predate Valaritas's first contact with it about you, that you or a Designated Representative were already in active discussions with it about a substantially similar opportunity. A Potential Brand Deal Partner remains one after it becomes a Brand Deal Partner.

Term has the meaning in section 9.

Usage Data has the meaning in section 8.4.

Valaritas Fee means the share of Licence Revenue that Valaritas keeps under section 6.

2. Ownership

2.1 You keep ownership of all Athlete IP. Nothing in this Agreement assigns any IP Rights in the Athlete IP to Valaritas.

2.2 Valaritas owns, and will continue to own permanently, during and after the Term: (a) all AI Content, including every Digital Twin and all iterations, modifications and derivatives of it; (b) all Fine-Tuned Models; (c) its technology, software, algorithms and Platform; (d) all production files, tools and workflows; (e) all de-identified and aggregated data it generates; (f) all consent records, deal data and provenance tracking data; (g) Usage Data; and (h) all data, improvements and other IP Rights generated or derived by or for Valaritas in developing, operating, licensing or otherwise commercialising any of the above. All IP Rights in them vest in Valaritas. To the extent any of them do not vest in Valaritas by operation of law, you assign them to Valaritas, and you will sign any further documents Valaritas reasonably asks for to confirm this.

2.3 Valaritas's ownership under section 2.2 is subject to your retained ownership of the Athlete IP and to the limits on Valaritas's use in this Agreement. Any use of AI Content that identifies you, or is reasonably recognisable as you, needs the Licence during the Term, and after the Term is permitted only as section 11 allows.

2.4 You acknowledge that AI Content and your Digital Twin may look, sound, move or act like you. To the fullest extent the law allows, you waive, and will not 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 use of AI Content in accordance with this Agreement. You will not use, reproduce or exploit, or authorise anyone else to use, reproduce or exploit, AI Content owned by Valaritas, except as Valaritas agrees in writing.

3. Licence

3.1 For the Term, you grant to Valaritas and its successors, licensees, assigns and designees a worldwide (throughout the universe), transferable and sublicensable (through multiple tiers) licence, exclusive as set out in section 3.2, to the Athlete IP and the Onboarding Materials for the purpose of:

in any and all media, formats, channels and platforms, whether now known or later developed, including mobile applications, gaming engines, virtual and augmented reality environments, metaverse platforms and non-fungible tokens (the Licence).

3.2 The Licence is category-exclusive. During the Term you will not, directly or indirectly, license, grant or allow any Competing AI Platform any right to use your Athlete IP: (a) to create, train, fine-tune, operate or exploit any AI digital twin, conversational AI persona or agent, or synthetic media of you; (b) as training data or other input for developing, training, fine-tuning or improving any AI System; or (c) in any other way that would conflict with the Licence, except under Existing Commitments. This does not restrict uses of your name, image and likeness that do not involve AI Content, such as live appearances, photo and video shoots and traditional endorsements.

3.3 The Licence is irrevocable during the Term, except as set out in section 10.

3.4 Valaritas will ensure that every person who receives a sublicence of the Athlete IP from Valaritas is bound by the restrictions in Schedule 1. Every sublicensee is subject to know-your-customer, anti-money-laundering and sanctions screening before the sublicence is granted.

3.5 All rights not expressly granted to Valaritas under this Agreement are reserved by you. Subject to section 3.2, nothing in this Agreement limits your right to use your own name, image, likeness or voice independently of this Agreement.

4. Agency and brand deals

4.1 You appoint Valaritas as your exclusive agent to promote, market and solicit opportunities for the exploitation and commercialisation of the Athlete IP through AI Content during the Term, subject to your Existing Commitments. Valaritas may also identify and pursue other Potential Brand Deals for you on a non-exclusive basis.

4.2 Valaritas may negotiate Brand Deals and other contracts for the licensing, exploitation and commercialisation of the Athlete IP under the Licence, including sponsorship, brand partnership, endorsement, merchandising, platform distribution and advertising agreements. Valaritas will not enter into any agreement in your name, or otherwise bind you to any agreement, without your prior approval under this section 4.

4.3 For each Potential Brand Deal, Valaritas will send you or your Designated Representative a proposal through the Platform or by email (a Content Submission) that sets out: the proposed brand or advertiser; a description of the deal, including its nature, format, medium and intended use; the proposed territory, duration and media channels; the proposed financial terms, including the fee and your share; and sample or draft content, if available.

4.4 You or your Designated Representative have 5 Business Days from receiving a complete Content Submission (the Review Period) to approve it, reject it or ask for changes, in the Platform or in writing (email is enough). A rejection or change request should say why or what should change. Valaritas may resubmit a modified Content Submission, which restarts the Review Period. A Content Submission that is rejected, or not answered within the Review Period, is treated as rejected, and Valaritas will not proceed with that Potential Brand Deal unless a modified Content Submission is approved.

4.5 You or your Designated Representative may review all final produced content before it is delivered to a Brand Deal Partner for publication, and will respond (email is enough) within 2 Business Days after it is submitted.

4.6 When you sign, or within 10 Business Days after the Activation Date, you or your Designated Representative will give Valaritas, in the Platform or in writing: (a) a current list of your Existing Commitments; (b) to the extent the relevant agreement allows, a written summary of every term of an Existing Commitment that restricts, or could reasonably be expected to restrict, Valaritas's rights or its pursuit of Potential Brand Deals, including product or category exclusivity, territorial restrictions, term and renewal rights, rights of first negotiation or refusal, approval rights, and restrictions on the use of your name, image, likeness, voice, digital replicas or AI-generated content; and (c) every brand, sponsor or other counterparty with which you or your representatives are in discussions about a commercial opportunity. You will tell Valaritas in writing within 5 Business Days of any change. Valaritas may rely on this information, and your approval of a Content Submission confirms that the deal does not conflict with your Existing Commitments.

4.7 In pursuing Potential Brand Deals, Valaritas will share Onboarding Materials and AI Content with prospective brands and other third parties. Valaritas cannot control, and does not guarantee, how those third parties use, retain, copy or disclose those materials, and is not liable for their use or misuse of them; your recourse for that use is against the third party. Valaritas will tell you what it knows and will support enforcement under section 7.4.

4.8 You will not, and will not allow any Designated Representative or anyone else to, directly or indirectly circumvent, bypass or avoid Valaritas in order to enter into any agreement or arrangement with a Potential Brand Deal Partner, including by soliciting or negotiating with it other than through Valaritas, or by structuring any arrangement to avoid payment to Valaritas under this Agreement. Valaritas will keep written records of each Potential Brand Deal Partner and the date it was first contacted about you, and will make them available to you on reasonable written request.

4.9 If, during the Term or within 12 months after the date a Potential Brand Deal Partner was first introduced to you or a Designated Representative (or, if later, within 12 months after this Agreement ends) (the Tail Period), you or anyone acting for you enters into any agreement or arrangement, written or oral, with that Potential Brand Deal Partner other than through Valaritas that (a) involves any AI Content, digital replica or other AI-generated or synthetic version of your 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 that Potential Brand Deal Partner, you will pay Valaritas a referral fee of 20% of all Circumvention Proceeds (the Referral Fee).

4.10 You will notify Valaritas in writing within 5 Business Days after entering into any agreement or arrangement described in section 4.9. Within 15 days after the end of each calendar quarter during the Tail Period (and afterwards for as long as any Circumvention Proceeds remain payable), you will give Valaritas a written report setting out the agreement, the Circumvention Proceeds received in that quarter and the Referral Fee payable on them, and pay that Referral Fee at the same time. Valaritas has 30 days after receiving a report to dispute it in writing; the parties will then try in good faith to resolve the dispute within 15 days, after which either party may use section 15.8. This section is subject to the audit rights in section 6.9.

5. Your controls

5.1 Valaritas will only use a Base Model to generate AI Content after it has been approved in the Platform by you, or by Valaritas acting on your instructions.

5.2 AI Content that Valaritas distributes through the Platform will be labelled as AI-generated.

5.3 You can record blocked categories and "never" lists in the Platform. Valaritas will not create or license AI Content for those categories.

5.4 Valaritas will comply with the Acceptable Use Policy in Schedule 1.

6. Revenue

6.1 Valaritas will pay you 70% of all Licence Revenue. Valaritas keeps 30% as the Valaritas Fee. A Content Submission you approve may set a higher share for you on that deal; it never sets a lower one. Where the Platform's published fee schedule sets a lower Valaritas Fee for a product, that lower fee applies.

6.2 If you are represented by an agency on the Platform, any commission you have agreed with that agency is deducted from your share and paid to the agency, as configured in the Platform.

6.3 Payments are made in U.S. dollars through Stripe Connect to the payout account you connect in the Platform, no later than 30 days after Valaritas receives the corresponding Licence Revenue in cleared funds. Amounts that cannot be paid because no payout account is connected, or that are held for a safety, guardian-consent or licence check shown in the Platform, are recorded and paid once the reason is resolved. Your dashboard shows each payment, the gross amount received, any permitted deductions and your share, and what is pending.

6.4 Valaritas's obligation to pay your share arises only when Valaritas actually receives the corresponding Licence Revenue in cleared funds. Valaritas is not liable for any failure or delay by a Brand Deal Partner or other payer to pay.

6.5 An Existing Deal is a Brand Deal concluded through Valaritas with a counterparty with which you or your representative were in active, written negotiations about that opportunity before the date you signed this Agreement. To qualify, you must give Valaritas documented proof of those negotiations (for example dated emails, term sheets or draft contracts showing they predate your signature) within 30 days after the Activation Date. For a qualifying Existing Deal, the Valaritas Fee is 15% and you receive 85% of the Licence Revenue from it, with any agency commission deducted from your share under section 6.2. If you do not provide that proof within that 30-day window, or the proof does not show active written negotiations that predate your signature, the standard 30% Valaritas Fee in section 6.1 applies. Valaritas will confirm in writing which deals qualify.

6.6 If a Brand Deal Partner pays Brand Deal Fees directly to you or a Designated Representative, you will pay Valaritas the Valaritas Fee on them within 30 days after receipt.

6.7 Each party is responsible for its own taxes arising from this Agreement. Valaritas may withhold from any payment only taxes it is required by law to withhold, and will remit them on time and give you evidence of payment reasonably sufficient for you to claim any available credit.

6.8 If you dispute a payment or statement in good faith, tell Valaritas in writing within 15 days after it is shown in your dashboard, and the parties will try in good faith to resolve the dispute within 15 days after your notice. A payment or statement you do not dispute within that time is final for that period, except for any underpayment found in an audit under section 6.9.

6.9 Each party will keep complete and accurate records of all amounts received or payable by it under this Agreement during the Term and for 3 years afterwards. On at least 30 days' written notice, and no more than once in any 12 months, the other party may, at its own expense, have an independent certified public accountant bound by confidentiality inspect those records during normal business hours, solely to verify amounts paid or payable under this Agreement. This right lasts for 3 years after this Agreement ends. If an audit reveals an underpayment, the audited party will pay the shortfall within 30 days after receiving the audit report and, if it exceeds 5% of the amounts due for the audited period, will also reimburse the auditing party's reasonable audit costs.

6.10 Valaritas's obligation to pay you your share of Licence Revenue continues after this Agreement expires or ends, for AI Content created during the Term and for Brand Deals approved during the Term.

7. AI infrastructure and Valaritas services

7.1 Valaritas processes Onboarding Materials and creates AI Content and Fine-Tuned Models using Amazon Web Services, including Amazon Bedrock and Amazon SageMaker, as its primary AI infrastructure, and Higgsfield as a backup provider (together with any provider added under section 7.2, the Approved AI Providers). Valaritas will use an AI provider for the Athlete IP, Onboarding Materials or AI Content only under enterprise terms that keep those inputs and the resulting outputs confidential to Valaritas and prohibit the provider from using them to train or improve its own or anyone else's models.

7.2 Valaritas may add or replace Approved AI Providers on the same conditions, and lists its providers in the Valaritas Privacy Policy.

7.3 AI Systems, including those of Approved AI Providers, may produce outputs that are inaccurate, incomplete or unexpected. That is why sections 4 and 5 require your approval before AI Content is used for a Brand Deal or a Base Model is used.

7.4 Valaritas will use reasonable efforts to identify uses of your Athlete IP in third-party AI Systems, including for training, inference, fine-tuning and synthetic data generation, using its sports intellectual property registry, and may take enforcement action as described in section 3.1.

8. Reference materials and your data

8.1 You authorise Valaritas to collect and use images, video, audio and other materials that depict you, whether you provide them, connect them from your accounts, record them in a Capture Session, or Valaritas obtains them from licensed or publicly available sources, to build, verify and improve your Base Models and Fine-Tuned Models and to generate AI Content under the Licence. Valaritas is responsible for holding appropriate usage rights in any third-party material it uses (Schedule 1).

8.2 You expressly consent to Valaritas collecting, storing and processing your facial geometry, voiceprint and other biometric identifiers and biometric information, and your other personal data, to verify your identity, build your Base Models and Fine-Tuned Models, generate AI Content and detect unauthorised use of your likeness. 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. AI Content already delivered to customers is not affected.

8.3 Valaritas processes your personal data in line with applicable data protection laws, including the GDPR, the UK GDPR, the California Consumer Privacy Act and applicable biometric privacy laws, and as described in the Valaritas Privacy Policy. Valaritas uses reasonable security measures for Onboarding Materials, but no method of storage, transmission or processing is completely secure, and except where the law or this Agreement requires otherwise, Valaritas has no obligation to back up or return Onboarding Materials.

8.4 Valaritas owns all data and information collected, generated or derived by or for Valaritas through the operation or use of the Platform, including data about subscriber and user interactions, engagement, transactions, preferences, behaviour and performance, and all analytics, metrics and insights derived from it (Usage Data), whether or not it identifies or is attributable to you. Usage Data does not include the Capture Session Materials or the Athlete-Provided Materials. Valaritas may use, disclose and exploit Usage Data for any purpose, during and after the Term, subject only to applicable law, and you assign to Valaritas any rights you have or acquire in it.

9. Term

9.1 You are bound by this Agreement when you sign it. The Licence starts on the Activation Date and continues for 3 years (the Term), unless this Agreement ends earlier under section 10.

9.2 Before the Activation Date, either party may cancel this Agreement by notice in the Platform or by email, and nothing is licensed.

9.3 The first 6 months of the Term, meaning the 183 days starting on the Activation Date, are a pilot (the Pilot Period). Either party may end this Agreement during the Pilot Period under section 10.3. If neither party does, this Agreement converts automatically at the end of the Pilot Period and continues for the rest of the Term on the same terms, without anything further to sign.

9.4 You and Valaritas may renew by signing a new version of this Agreement in the Platform before the Term ends.

10. Termination

10.1 Either party may terminate this Agreement by written notice if the other party materially breaches it (including, for you, the warranties in section 12 and, for Valaritas, Schedule 1) and, where the breach can be remedied, does not remedy it within 30 days after receiving written notice of the breach.

10.2 Either party may terminate this Agreement by written notice if the other party becomes insolvent, files for bankruptcy or is the subject of any proceeding under any bankruptcy or insolvency law.

10.3 Either party may end this Agreement at any time during the Pilot Period, for any reason or none, by notice in the Platform or by email under section 15.4. This Agreement ends when the notice is given.

11. After the Term

11.1 When the Term ends, including when this Agreement ends early under section 10, the Licence ends: Valaritas will stop creating new AI Content that identifies you, stop granting new sublicences, stop marketing you for Potential Brand Deals and retire your Base Models in the Platform.

11.2 For any Brand Deal you approved that was concluded before the Term ended, Valaritas and the Brand Deal Partner keep a limited, non-exclusive licence to the Onboarding Materials and AI Content needed to perform it until the end of its then-current term (excluding any renewal or extension you have not approved). AI Content already delivered to customers (for example, a personal message a fan bought) may remain with them. Section 6 continues to apply to that revenue.

11.3 After the Term, Valaritas will not use AI Content that identifies you, or is reasonably recognisable as you, except as section 11.2 allows. Valaritas keeps its ownership under section 2.2 and may continue to use, modify and exploit AI Content, Fine-Tuned Models and data that have been de-identified so that they are no longer reasonably recognisable as, or attributable to, you. Nothing in this section limits Valaritas's rights in Usage Data under section 8.4.

11.4 Sections 1, 2, 4.8 to 4.10, 6, 8.2, 8.4, 11, 12, 13 and 15 survive the end of this Agreement.

12. Warranties, indemnities and liability

12.1 You warrant that: you have the full right, power and authority to enter into this Agreement and grant the Licence; you own or control the Athlete IP; this Agreement does not conflict with any agreement, obligation or order that binds you; the Existing Commitments you disclose are complete and accurate; you own or have obtained all rights, licences, consents and releases needed to provide the Athlete-Provided Materials and for Valaritas to use them under this Agreement, including from any photographer, videographer or other copyright owner and any person shown in them; you are 18 or older, or your parent or legal guardian signs for you under section 14.2; and the information you give Valaritas is accurate.

12.2 Valaritas warrants that it is a corporation duly organised and in good standing under the laws of the State of Delaware; it has the full right, power and authority to enter into and perform this Agreement; and it will use the Athlete IP only in accordance with this Agreement and Schedule 1, and in compliance with applicable law, including laws on artificial intelligence, data privacy and publicity rights.

12.3 Valaritas will indemnify, defend and hold harmless you and your agents, representatives, heirs and assigns against all third-party claims, and the resulting damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees), arising from: (a) any use of the Onboarding Materials not authorised under this Agreement; or (b) any claim that the Platform infringes or misappropriates a third party's intellectual property rights.

12.4 You will indemnify, defend and hold harmless Valaritas and its officers, directors, employees, agents and affiliates against all claims, and the resulting damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees), arising from: (a) any inaccuracy in or breach of your warranties, including any claim that the Onboarding Materials, or Valaritas's exercise of its rights in accordance with this Agreement, infringe or violate any intellectual property right, right of publicity or privacy, or other right of a third party; (b) any claim by an Existing Commitment counterparty or any other person with whom you or a Designated Representative have a sponsorship, endorsement, licensing, team, league or other commercial agreement, about a Brand Deal entered into in accordance with this Agreement or Valaritas's exercise of its rights under it, including any claim of breach of exclusivity, category, non-compete or similar restriction; (c) any taxes, interest and penalties imposed on amounts paid or payable to you under this Agreement or any Brand Deal, other than taxes on Valaritas's own net income; (d) any failure to disclose, or inaccurate or incomplete disclosure of, any conflicting agreement, Existing Commitment or contractual, regulatory, team or league restriction; and (e) any gross negligence, wilful misconduct or fraud by you or a Designated Representative.

12.5 A party seeking indemnification will promptly notify the indemnifying party in writing, give it sole control of the defence and settlement of the claim (but the indemnifying party will not settle a claim in a way that imposes an obligation or liability on the indemnified party without its prior written consent), and give reasonable cooperation at the indemnifying party's expense.

12.6 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PLATFORM, THE APPROVED AI PROVIDERS' SERVICES, AI CONTENT AND ALL SERVICES PROVIDED BY VALARITAS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND VALARITAS DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING 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 CONTENT WILL ACCURATELY REFLECT YOUR IMAGE, LIKENESS, VOICE, PERSONALITY, VIEWS OR STATEMENTS, OR THAT ANY POTENTIAL BRAND DEAL OR BRAND DEAL WILL BE OBTAINED OR GENERATE ANY PARTICULAR LEVEL OF REVENUE.

12.7 TO THE FULLEST EXTENT THE LAW ALLOWS, YOU, FOR YOURSELF AND YOUR DESIGNATED REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS, IRREVOCABLY WAIVE AND RELEASE VALARITAS FROM ALL CLAIMS, DEMANDS AND LIABILITIES, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO THE MATTERS DESCRIBED IN SECTIONS 4.7, 7.3 AND 12.6. YOU EXPRESSLY WAIVE THE BENEFIT OF CALIFORNIA CIVIL CODE SECTION 1542 AND ANY SIMILAR LAW OF ANY JURISDICTION THAT WOULD OTHERWISE LIMIT THE RELEASE OF UNKNOWN CLAIMS. THIS RELEASE DOES NOT COVER VALARITAS'S BREACH OF THIS AGREEMENT, ITS OBLIGATIONS UNDER SECTION 12.3, OR ITS FRAUD OR WILFUL MISCONDUCT.

12.8 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 12.3 AND 12.4, BREACH OF SECTION 13, OR WILFUL MISCONDUCT OR FRAUD, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY, AND EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY THAT CANNOT BE LIMITED BY LAW, OR YOUR RIGHT TO BE PAID YOUR SHARE UNDER SECTION 6.

13. Confidentiality and publicity

13.1 Each party will keep the other party's confidential information confidential, use it only to exercise its rights and perform its obligations under this Agreement, and disclose it only to its employees, officers, agents, representatives and advisers who need to know it and are bound by duties at least as protective. Each party remains responsible for their compliance. Confidential information includes the financial terms of any Brand Deal and any individually negotiated terms, each party's brand pipeline and business plans, financial information, technical data and trade secrets, and any other non-public information a reasonable person would understand to be confidential. The standard text of this Agreement, as published on the Platform, is not confidential.

13.2 Section 13.1 does not apply to information that is or becomes public other than through a breach of this Agreement, was lawfully known to the receiving party before disclosure, is lawfully received from a third party without restriction, or is independently developed. A party may disclose confidential information when required by law, a court, a regulator or a stock exchange, giving the other party as much notice as the law allows and cooperating with any effort to obtain a protective order.

13.3 Either party may say publicly that this Agreement exists. Valaritas may identify you as a Valaritas athlete.

13.4 The obligations in this section 13 continue for 3 years after this Agreement ends, and for trade secrets for as long as they remain trade secrets.

14. Signing for an athlete

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

14.2 If the Athlete is under 18, or under the age of majority where they live, their parent or legal guardian signs on their behalf, consents to this Agreement for the Athlete and agrees to be bound by it to the extent the law allows. Valaritas may require court approval or other formalities before the Activation Date where the law requires them.

14.3 You confirm that you had the opportunity to take independent legal advice before signing, and you have told Valaritas in the Platform who, if anyone, advised you.

15. General

15.1 You agree to sign this Agreement electronically by typing your name and confirming in the Platform. Valaritas records the version of this Agreement, a SHA-256 fingerprint of its text, the date and time, your IP address and device information as evidence of your signature. Your electronic signature has the same effect as a handwritten one.

15.2 This Agreement, its Schedules and the Valaritas Terms of Service are the entire agreement between the parties about their subject, and replace all earlier agreements, understandings and discussions about it. If you have signed a separate written athlete licensing agreement with Valaritas covering the same subject, that separate agreement prevails.

15.3 Neither party may assign or transfer this Agreement without the other party's prior written consent, except that Valaritas may assign it to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, if the assignee assumes all of Valaritas's obligations under it. Any other attempted assignment is void.

15.4 Notices to you are sent to the email address on your Valaritas account (and, if you have one, to your Designated Representative). Notices to Valaritas are sent to superstar@valaritasports.com. Notices may also be delivered personally, by certified mail or by nationally recognised overnight courier. Either party may change its notice address by notice to the other.

15.5 If any provision of this Agreement is held invalid, illegal or unenforceable, it is modified to the minimum extent needed to make it enforceable, and the rest remains in effect. A failure or delay in exercising a right is not a waiver of it, and a waiver is effective only in writing. Except for Valaritas's successors, licensees, assigns and designees under section 3.1 and the persons indemnified under sections 12.3 and 12.4, no third party has any right to enforce this Agreement. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or employment relationship, and Valaritas's agency is limited to what section 4 sets out.

15.6 Valaritas may publish new versions of this Agreement. A new version applies to you only if you sign it. Any other amendment must be in writing and signed by both parties.

15.7 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

15.8 If a dispute arises out of or relates to this Agreement, the parties will first try to resolve it through good-faith negotiation for 30 days after written notice of the dispute. If that fails, they will submit it to non-binding mediation administered by the American Arbitration Association in New York, New York, with its costs shared equally. If the dispute is not resolved within 60 days after mediation starts, it, including any dispute about the design, development, licensing, sale or use of artificial intelligence, machine learning, large language model or generative AI systems, tools or products, will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in New York, New York. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including unauthorised use of the Athlete IP or a breach of section 13.

15.9 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, government action, embargoes, fire, flood, strikes, or failures of telecommunications or internet infrastructure. The affected party will promptly notify the other and use commercially reasonable efforts to mitigate the effects.

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 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 section 14.1, and acts as that athlete's Designated Representative for the approvals in section 4 unless the athlete tells Valaritas otherwise. 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 configured in the Platform, deducted from the athlete's share under section 6.2.

Leagues. A league grants Valaritas, for 3 years from the date it accepts these terms, a non-exclusive, worldwide licence to use the league's names, logos and marks, and footage the league owns, in AI Content featuring athletes who have an active 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 authorised to grant this licence, 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.

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