Terms of Service

Nillia, LLC

Nillia Terms of Use

Agreement to Terms of Use

These terms of use (these "Terms") set out your rights and obligations when using the website, services and products provided by Nillia, LLC ("Nillia", "we" and "us") to you.

BY USING THE WEBSITE AND OUR SERVICES, YOU AGREE TO THESE TERMS OF USE. Please read these Terms carefully. Nillia, LLC ("Nillia") reserves the right to update and make changes to these Terms at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Nillia website (the "Website"), unless otherwise specified by Nillia. It is your responsibility to refer back to this page from time to time for any such updates or changes. IF YOU DO NOT AGREE WITH ALL THESE TERMS DO NOT USE THE WEBSITE OR NILLIA'S SERVICES.

PLEASE NOTE ESPECIALLY THAT NILLIA MAKES NO REPRESENTATIONS OF ANY KIND REGARDING NCAA COMPLIANCE, ATHLETIC ELIGIBILITY, OR COMPLIANCE WITH ANY LAWS, REGULATIONS, RULES OR POLICIES RELATING TO ATHLETES AND ATHLETIC ORGANIZATIONS, INCLUDING WITH RESPECT TO NAME, IMAGE AND LIKENESS (NIL) OR YOUR SCHOOL'S OR STATE'S RULES OR POLICIES. IT IS YOUR SOLE RESPONSIBILITY TO INVESTIGATE AND ENSURE THAT YOU ARE IN COMPLIANCE WITH NIL AND OTHER APPLICABLE LAWS, REGULATIONS, RULES AND POLICIES, INCLUDING ANY USE OF SCHOOL COLORS IN YOUR COLLECTION.

Subject to your compliance with these Terms, Nillia grants you a limited, personal, non-exclusive, non-transferable and revocable right and license to access and use the Website and its contents and services.

In consideration of Nillia's giving you the right to access and use the Nillia.com Website and our services, you agree as follows:

USE OF NILLIA WEBSITE.

Under these Terms, athletes are authorized to use our Website to set up their own personal Nillia account (your "Account") to input the athlete's name, number, sport and colors to create a variety of custom designs and logos for t-shirts and any other clothing or products that may be made available by Nillia on the Website from time to time. You may then select and designate t-shirts (or other products) and their logos and designs to be made available in your collection in the online Nillia athlete store (your "Collection") for purchase by yourself or others. Purchased products will be printed and produced on demand and shipped directly to the purchaser. The athlete will receive compensation from each purchase from their Collection, as described in Section 2.
You may set up an Account only for yourself or, if you are setting up an Account for another person (including using another athlete's or person's name or other personal information), you represent and warrant that you have their express permission and all necessary rights to do so.
You are welcome to use social media and other methods to promote your Collection and to link our Website and the webpage(s) containing your Collection. You agree that you are solely responsible for compliance with all applicable laws and regulations in connection with your marketing and promotional activities.

FEES AND PAYMENT TERMS.

Your Account will earn an agreed-upon flat fee for each product sold from your Collection. After Nillia has been paid for a product sold from your Collection, your Account will credited with the agreed-upon fee for that item, subject to the terms below.
To receive payment for any product(s) sold from your Collection ("Payout"), you will be required to register with dots.dev or another third party payment provider selected by Nillia, which Nillia may change in its sole discretion. Any payments due to you from Collection sales will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Nillia will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as the result of your failure to provide such information. You acknowledge and agree that Nillia does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure event, or your failure to timely or properly set up an account with us or the payment provider or otherwise provide requested information for payment.
You acknowledge and consent that we may, at any time, for reasonable cause, place a hold on your Account that restricts Payouts. Nillia makes every reasonable effort to transmit funds due to each Account who creates a Collection. If you have questions about a failure to receive a Payout or a hold placed on your Payouts, please contact us at payouts@nillia.com. In cases where the Account fails to submit sufficient account information (e.g. tax information if applicable, current mailing address, correct email address, etc.), Nillia will make a good faith effort to contact the Account holder in order to render payment in accordance with Nillia processes. If Nillia is unable to contact the Account holder and retrieve sufficient payment information after a period of six (6) months from the Collection's end date, we may then deem the funds unpayable and apply such funds to Nillia's expenses.
You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through using Nillia's services.

PRIVACY. Nillia collects and processes personal data in connection with operating the Website and its business. Please refer to Nillia's Privacy Policy, which informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. You understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Nillia cannot ensure or warrant the security of any information transmitted to or from us.

RESTRICTIONS ON USE OF WEBSITE AND NILLIA MATERIALS. As a condition of your use of the Website, you warrant to Nillia that you will not use the Website, its services, or its contents, including text, product and service descriptions, articles, videos, software, graphics, logos and images ("Nillia Materials") for any purpose that is unlawful, competes with Nillia, or is prohibited by these Terms. Without limiting this warranty, you specifically agree:

You will not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with anyone else's use and enjoyment of the Website.
You will not obtain or attempt to obtain any materials or information on or through the Website through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Website or any of its contents.
Any data, information or materials that you upload or post on the Website or otherwise send to Nillia ("User Content") will not contain any libelous or unlawful material or any materials or instructions that may cause harm or injury, and will not violate any person's right of privacy or any copyright, trademark, or other intellectual property rights.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Website or other Nillia Materials other than for their authorized purposes. You will use Nillia Materials solely for your own internal business use, unless you've obtained the express written permission of Nillia and the copyright owner (if the materials are owned by a third party).
You will not delete or alter any proprietary rights or attribution notices in any content or Nillia Materials obtained through the Website.
You agree that you do not acquire any ownership rights in any content posted by Nillia, its licensors, or other third parties, or in any Nillia Materials. We do not grant you any licenses, express or implied, to any Website content, product designs and logos, or Nillia Materials except as expressly provided in these Terms, in connection with such content or materials, or as contained in a binding contract between you and Nillia.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless Nillia and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys' fees, arising out of or related to your Collection or User Content, your improper use of the Website or Nillia Materials, or your violation of these Terms, or any violation of laws, rules, or regulations, including without limitation NIL, in connection with your Account and Collection.
TERMINATION OR SUSPENSION OF ACCOUNT OR WEBSITE ACCESS. You may terminate this Agreement and your Account with Nillia at any time by following the instructions on our Website for account termination. Nillia reserves the right, in its sole discretion and upon one (1) day's electronic notice to you, to suspend or terminate your account or your access to the Website, to terminate or delete any content (including your User Content or an available product design or logo) or Nillia Materials, and/or to cease providing any related services at any time, without notice and without any liability to you, for any or no cause, including without limitation Nillia's cessation of business, your breach of these Terms, requests by law enforcement or other government agencies, discontinuance or modification of the Website, or technical problems. If misrepresentation, fraud or violation of any law or third party rule (including NIL and school policies) is suspected, Nillia has the right to put an Account immediately on hold until further investigation takes place.
THIRD PARTY LINKED SITES AND SERVICES. Certain services made available through the Website are delivered by third party websites that the Website links to ("Linked Sites"), such as social media and payment processing. The Linked Sites are not operated or controlled by Nillia, and Nillia is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. Nillia is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Nillia of the site or any association with the owners or operators of the Linked Site. Your personal data and information may be shared with the third parties who provide services to Nillia and our customers, including Linked Sites (for example, credit card processors), where permitted by law and subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policyy for additional details.

OWNERSHIP. All Nillia Materials are the property of Nillia or its suppliers or licensors. All Nillia Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with all copyright and other proprietary notices, legends or other restrictions applicable to any Nillia Materials. Your User Content (personal data and any data, information or materials you upload or post on the Website) remains your property, subject to the rights of use contained in these Terms and the Privacy Policy. If you provide any suggestions, ideas or feedback to Nillia ("Feedback"), Nillia shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into Nillia's software, products and services.

TRADEMARKS. Nillia's name and its trademarks, service marks, and logos are registered or unregistered trademarks of Nillia, LLC. The names and marks of any third parties on the Website or other Nillia Materials are the property of their respective owners and may also be trademarked. Our trademarks may be used publicly only with our prior written permission.

NO WARRANTIES; LIMITATIONS OF LIABILITY.

NO WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN YOU AND NILLIA IN A LICENSE AGREEMENT OR OTHER CONTRACT, THE WEBSITE, ITS CONTENTS, AND ALL NILLIA MATERIALS, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES AND WITH ALL FAULTS, AND NILLIA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. NILLIA DOES NOT WARRANT THAT THE WEBSITE, NILLIA MATERIALS OR ITS SERVICES ARE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NILLIA OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
ATHLETIC ELIGIBILITY. NILLIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING NIL COMPLIANCE OR ATHLETIC ELIGIBILITY. IMPROPERLY USING NILLIA AND ITS SERVICES COULD IMPACT YOUR ATHLETIC ELIGIBILITY. BEFORE USING NILLIA.COM OR MARKETING PRODUCTS CREATED WITH NILLIA, CHECK WITH YOUR ATHLETIC DEPARTMENT, COMPLIANCE CONSULTANTS, AND ANY RELEVANT AUTHORITIES THAT GOVERN YOUR TEAM, LEAGUE, OR ORGANIZATION. NILLIA SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUSPENSION OR PUNISHMENT OF ANY KIND FROM ANY GOVERNING ATHLETIC BODIES INCLUDING BUT NOT LIMITED TO THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION (NCAA).
Responsibility for Use of Intellectual Property. You assume full responsibility for ensuring that the products and merchandise that you design and market through our Website does not violate any laws, misappropriate, or infringe upon the intellectual property of others, including but not limited to copyrights, trademarks, trade dress, look and feel, etc., and including any team, university, league, athletic body, or any other entity, organization, or person. Nillia expressly waives any liability for misappropriation or misuse of such intellectual property and it is your sole responsibility to vet and ensure that your merchandise design is valid and legal.
LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY NILLIA, IN NO EVENT SHALL NILLIA OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE WEBSITE OR NILLIA MATERIALS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NILLIA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IF NILLIA IS HELD LIABLE FOR ANY DAMAGES NOTWITHSTANDING THE FOREGOING TERMS, OUR TOTAL LIABILITY SHALL BE LIMITED TO $50.00.
Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you.

INTERNATIONAL USERS. The Website is controlled, operated and administered by Nillia from our offices within the USA. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws.
ACCOUNT SECURITY . YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT AND YOU AGREE TO PAY FOR ALL SERVICES CHARGED TO YOUR ACCOUNT. If you believe that your Account is being used in an unauthorized manner, you agree to contact Nillia within one calendar day at security@nillia.com so that appropriate action can be taken to modify and/or protect your Account. Please be aware that account information will be sent to the email address that you have provided to Nillia. Nillia is not responsible for the actions of any person that accesses our service through a given email address.
REPORTING TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT OR LEGAL VIOLATIONS . We have a policy of removing content, designs, or other materials that violate intellectual property rights of others or that violate NIL or other applicable laws or rules, suspending access to our services (or any portion thereof) to any user who uses our services in violation of a third party's intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses our services in violation of someone's intellectual property rights or any laws or rules.

Pursuant to Title 17 of the United States Code, Section 512 (the "DMCA"), we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. We have adopted similar procedures for dealing with claims of trademark and NIL violations. If you believe your trademark, copyright or other intellectual property rights are being infringed by our products or services, please provide written notice for notice of claims of infringement:

To be sure the matter is handled promptly, your written notice must:

Identify the item and intellectual property right alleged to have been infringed;
Identify the allegedly infringing product, content, work, or other material in a sufficiently precise manner to allow us to locate that material;
Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
Contain a statement that you have a good faith belief that use of the material or other intellectual property is not authorized by the owner, the owner's agent or the law;
Contain a statement that the information in the written notice is accurate;
Contain statement, under penalty of perjury, that you are authorized to act on behalf of the intellectual property right owner; and
Contain the signature of the person authorized to act on behalf of the owner of the intellectual property rights on the document(s) containing the bullet points above.

Submitting a DMCA Notification. We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of repeat infringers. We reserve the right, in our sole discretion, to terminate the account or access of any user of our services who is the subject of repeated DMCA or other infringement or violation notifications.

GOVERNING LAW. The Federal Arbitration Act, Utah state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes not subject to arbitration as described below related to these Terms or our products or services will be heard in the State of Utah or the United States District Court in each case located in McClennan County, Texas, and you agree to the exclusive personal jurisdiction of those courts over you.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER. Please read this provision carefully. It affects your legal rights.

ARBITRATION. You agree that all claims or disputes arising out of these Terms will be decided by an arbitrator through arbitration and not by a judge or jury ("Arbitration Agreement"). This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which are available at www.adr.org. The arbitrator's fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys' fees. The arbitration proceeding will take place in Waco, Texas, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator's decision and award. You and we agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party's intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
JURY WAIVER. You understand and agree that by accepting this provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and "certain types of discovery) may be more limited or may also be waived.
LIMITATION OF CLAIMS PERIOD. No action or proceeding under these Terms, regardless of form may be commenced by you more than one year after the date upon which the cause of action arises.

GENERAL TERMS.

Unless otherwise specified herein, these Terms constitute the entire agreement between you and Nillia with respect to the Website. Except for the Privacy Policy and any binding contract between you and Nillia relating to your Account and fees, these Terms supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and Nillia with respect to the Website.
Nillia's provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms limits Nillia's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content.
If any provision of these Terms is held by a court or other authority to be invalid or unenforceable, such provision shall modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms, or if it cannot be so modified, then severed, and the rest of these Terms shall remain in full force and effect.
Nillia’s failure to enforce or exercise any provision of these Terms is not a waiver of that provision. Any course of conduct between you and Nillia will not be deemed to modify any provision of these Terms. Except as otherwise provided herein, these Terms may be modified or amended only by a separate written agreement signed by an authorized official of Nillia.
You and Nillia agree that you are independent contractors for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Nillia, and will not represent yourself as such.
You may not assign your rights or delegate your obligations under these Terms, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Nillia. Any prohibited assignment shall be null and void. These Terms shall be binding on and inure to the benefit of the parties and their permitted assigns and successors in interest, if any.
If any of the provisions of these Terms should be determined to be illegal, invalid, or otherwise unenforceable by reason of the laws of any state or country in which these Terms is intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid, or unenforceable, it shall be severed and deleted from these Terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.

NILLIA CONTACT INFORMATION. Nillia can be contacted at contact@nillia.com.com and via telephone at 123-456-7899.

Updated September 12, 2024