Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Drift platform (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 web-based technology platform that enables:

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

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.)
• Collectible purchasers (“Users”)

Additional agreements may apply to Athletes and Representatives.

3. Eligibility

You must:

• Be at least 18 years old (or legally authorized where permitted)
• Have the legal capacity to enter into binding agreements
• 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 Collectibles

Digital collectibles 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.

6. Payments

Payments are processed by a third-party payment processor (currently Stripe).

By using the Platform, you acknowledge:

• Payment processing is handled by the third-party provider
• Drift does not store full credit card information
• Transactions may be subject to taxes, processing fees, and platform fees
• The payment processor maintains transaction records

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

All sales are final unless required otherwise by law.

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. Contact