Master Terms & Conditions

USA Football, Inc.

Master Terms and Conditions

USA Football, Inc. (“USA Football”) adopts and incorporates the following Master Terms and Conditions (“Terms and Conditions”) for use, where indicated, in agreements with third parties. Certain provisions may not apply to all agreements to which USA Football is a party, as noted.

USA Football contracts with independent third parties for some services referenced in these Terms and Conditions. Those third parties may have their own terms and conditions that You are required to agree to.

1. Definitions.

In addition to definitions located elsewhere in these Master Terms and Conditions, the following definitions shall apply:

“You,” “Your,” and “Yours” refer to the person or entity entering into the applicable agreement with USA Football.

“Our,” “Ours,” and “We” refer to USA Football.

“Your Agreement” means the document in which these Master Terms and Conditions are internally referenced and incorporated to make a single document.

2. Background Check

Your Agreement with USA Football requires you to submit to a background check, then You shall complete the applicable background check, which is provided by a third party. To proceed with the purpose of Your Agreement, you must pass the background check and maintain the background screen clearance throughout the term of Your Agreement.

3. Use of Name, Image, and Likeness

If Your Agreement contains a Name, Image, and Likeness (“NIL”) provision, You grant USA Football the right, but do not otherwise impose the obligation, to photograph, videotape and/or otherwise record or memorialize aspects of your NIL, which shall include, but not necessarily be limited to, Your name, face, likeness, signature, photograph, image, gestures, mannerisms, voice, biographical information and distinctive appearance in any media by USA Football’s official photographer(s), film crew(s), and video crew(s), and by any other person or entity authorized by USA Football under the conditions specified by USA Football (“Footage”). You grant to USA Football an irrevocable perpetual, fully paid-up, worldwide right and license to use, and to authorize third parties to use, Your Name, Image, and Likeness in non-commercial programming, products and educational offerings, exhibitions, publicity, advertising and promotional materials, free of charge and without reservation or limitation. In no event may USAFB use or authorize the commercial use of Footage or Your NIL in any manner (including any manner that would imply Your endorsement of any company, product, or service), without Your express written permission.

4. Use of USA Football’s Intellectual Property

“Intellectual Property” or “IP” means all inventions (whether patentable or not), formulations, processes, know-how, trade secrets, trademarks, copyrightable works of authorship, so-called “moral” rights and rights of attribution and/or integrity, and any other industrial or intangible property rights of a similar nature, whether protected under U.S. and/or foreign laws, whether such property is registered or not, or the subject of a pending application to register or not, and all associated rights of priority, goodwill, and other adjacent rights.

USA Football Trademarks USA

USA Football trademarks, logos, label designs, artwork, and other symbols associated with USA Football are identified here (“USA Football Trademarks”). USA Football Trademarks are and shall remain property of USA Football.

Your Agreement may include a license grant to use the USA Football Trademarks, and if so, this section applies. You are granted a non-exclusive, limited, fully paid up, royalty free, terminable, non-sublicensable and non-assignable license to use the USA Football Trademarks identified to you by USA Football under Your Agreement in the United States during the term of Your Agreement. Such use must be pursuant to USA Football’s Commercial and Brand Usage Guidelines. Your use of the USA Football Trademarks must be in the manner and format proscribed by USA Football. USA Football shall control the nature and quality of the goods and services offered under the USA Football Trademarks, and shall periodically review the quality of such goods and services provided in association with the licensed mark(s) to ensure that Our quality standards are being met. You acknowledge that We have established a great deal of goodwill through Our marketing, representation, activities, and resulting reputation, and the representation of Our USA Football Trademarks is mission-critical to Us. You shall not, and shall not permit another party to, commercially exploit any of the USA Football Trademarks in negative advertising, nor in any manner that is contrary to public morals or which has been found to be deceptive or misleading, or which reflects unfavorably on the good name, goodwill, reputation or image of USA Football, which includes, but is not necessarily limited to, association with the following products and services: alcohol, tobacco, cannabis, gambling, explicit material, or any other product or service that is not appropriate for youth. Your use of the USA Football Trademarks shall inure to Our benefit. If requested, you will assist us in obtaining information related to the filing or maintenance of applications or registrations protecting the USA Football Trademarks.

USA Football Copyright Protected Works of Authorship.

Your Agreement may include a license to use USA Football Copyright Protected Works of Authorship, and if so, this section applies. You are granted a non-exclusive, limited, fully paid up, royalty free, terminable, worldwide, non-sublicensable license to use, display, and reproduce, make derivative works, copy, and otherwise utilize or make available, during the term of Your Agreement, the USA Football Copyright Protected Works of Authorship identified to you by USA Football.

Applicable to All Licenses under this Section 4

You will not, at any time acquire any right, title, or interest in or to the USA Football IP by virtue of Your Agreement or these Terms and Conditions. You may not apply for, seek or obtain trademark, copyright or other registration of USA Football’s IP. You shall notify USA Football of any infringement of its IP of which You may become aware, You will assist Us in any action, legal or otherwise, necessary to protect Our rights, at Our expense.

5. Athlete Safety

If indicated in Your Agreement, including coaches seeking certification and National Team coaches, athletes, and staff who are 18 years and older, You shall complete the abuse prevention training provided by USA Football partners.

6. Privacy Policy

You consent to Our Privacy Policy.

7. Personal Data Collection

This section will apply if Your Biometric Data is being collected under Your Agreement. “Biometric Data” is information about Your physical or biological characteristics (some states call these “biometric identifiers”) that identify You. Information such as eye, hand, or face scans; fingerprints; and voiceprints may be considered biometric data if they are being used to identify a person. The definitions of Biometric Data vary under different states’ laws. For example, some states’ biometric laws do not apply to driver’s license photos. Photos are not biometric data, but biometric data can be made from processing the photo. USA Football may use Biometric Data to verify Your identity, protect Your personal information from unauthorized disclosure, and to prevent fraud. USA Football will not sell, lease, trade, or otherwise profit from Your Biometric Data. However, USA Football may share your Biometric Data with a third party pursuant to a separate agreement for social media content creation. When a valid legal request is made, USA Football may share Your Biometric Data with law enforcement. USA Football will maintain Your Biometric Data for up to one year following its collection. However, if USA Football determines that Your Biometric Data has been used by a third party to commit fraud on USA Football, it may keep Your Biometric Data and supporting information for longer, as the law allows. USA Football’s retention policy respecting Biometric Data is available for review upon request. USA Football will store, transmit, and protect Your Biometric Data using the same degree of reasonable care as for similar confidential and sensitive information. By signing Your Agreement, you consent to USA Football’s collection of Your Biometric Data by artificial intelligence or other means. You also release USA Football and its agents from any losses or liabilities related to USA Football’s collection and use of Your Biometric Data.

8. Medical Data Collection

If indicated in Your Agreement, You must complete and submit the Authorization to Disclose Medical Information and Protected Health Information (“PHI Authorization”). The purposes of the PHI Authorization are (1) to allow medical personnel to release certain medical information about You to Your coaches and to USA Football, and (2) to allow USA Football to release certain medical information about You to other non-medical entities or individuals. Generally, We only release protected health information to outside media sources for the purpose of providing general updates regarding injuries or other medical issues that occur during, or may impact, Your competition and/or training. We may also use Your health information in the following ways: (a) to arrange for the diagnosis and treatment of athlete injuries and other medical conditions occurring during or relating to any USA Football event or other sporting activity; (b) to enable coaches or USA Football to determine whether an athlete is fit and eligible to practice and participate in any USA Football sponsored or conducted practices, competitions, exhibitions, or events or other sporting activity; and (c) to conduct drug testing and to report testing results as required by USA Football or the United States Olympic & Paralympic Committee.

9. Data Sharing Policy

You consent to USA Football’s use of personally identifiable information about You if it is: (i) required to complete a transaction or perform a service on Your behalf or that You have requested, (ii) required as part of the terms and conditions for a particular service, (iii) shared to facilitate programs and initiatives that are offered or supported by USA Football jointly with affiliates or partners to enhance USA Football’s ability to serve You, or (iv) shared to recognize that You participate with USA Football and are meeting its operational commitments.

USA Football will share Your information with other entities should You request USA Football to share such information. USA Football will also share Your information with other entities if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce Your Agreement; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to Your request for customer service; or (v) protect the rights, property or personal safety of USA Football, its users and the public.

USA Football may, from time to time, share information in the aggregate form with others. This information would not contain any personally identifiable information.

10. Sports Betting Policy

A. Scope

This policy applies to all USA Football employees, Board of Directors, committee members, officers, national team athletes, national team coaches, independent contractors, officials, volunteers, and anyone participating in USAFB events and activities (collectively, “Affiliated individuals”):

The USA Football Sports Betting Policy builds on the USOPC Sports Betting Policy and the IFAF Code of the Prevention of Manipulation of Competitions (compliance with which is required as outlined therein) and the principles outlined in the USA Football’s Code of Conduct. The USA Football Sports Betting Policy defines the USA Football rules, regulations, and standards of conduct related to sports betting and draws clear, bright lines of what is prohibited.

Sports betting activity associated with the Olympic Movement can threaten the integrity of the sport. To protect against corrupt betting influences, USA Football is following the lead of the USOPC with this policy to maintain and uphold the integrity of all USA Football sanctioned events, and to prevent betting-related misconduct relating to those competitions.

Sports Betting Activity is the staking or risking anything of value, financial or otherwise, on the occurrence of an uncertain sports-related outcome with the intent or expectation of winning additional money or something of value in return regardless of the location in which the sporting event takes place or in which the wager is placed.

B. Prohibited Conduct:

1. You may not engage or attempt to engage – nor instruct, ask, permit, cause, or enable other individuals or entities to engage or attempt to engage – in any form of illegal Sports Betting Activity relating to any sport, nor may you engage in any betting whatsoever, including legal betting related to any and all USA Football and IFAF sanctioned events. Such activities include without limitation placing bets with illegal or unlicensed bookmakers, operating an illegal or unlicensed bookmaker, or facilitating illegal or unlicensed bookmaking activity. The prohibited activity does not include legal betting on non-flag football
2. You may not influence, manipulate, or attempt to influence or manipulate any USA Football sanctioned or IFAF sanctioned event in any way such that the outcome or any other aspect of the competition is determined by anything other than the competitors’ merits. You will be in violation of this Policy even if your attempts to influence or manipulate are unsuccessful, and regardless of whether there is any financial or non-financial benefit.
3. USA Football Sanctioned Event Manipulation. You may not request or instruct others to influence or manipulate any USA Football sanctioned or IFAF sanctioned event in any such way that the outcome or other aspect is determined by anything other than the competitors’ merits.
4. You will be in violation of this Policy even if your requests or instructions do not result in successful manipulation, and regardless of whether there is any financial or non-financial benefit.
5. Gifts and Bribery. You may not be involved with the offering, giving, acceptance or receipt of a bribe, gift, or any type of consideration, financial or otherwise, that could directly or indirectly result in the improper influencing or manipulation of any USA Football sanctioned or IFAF sanctioned event in any way.
6. Inside Information. You may not request or disclose, directly or indirectly, any non-public information that could potentially provide an advantage in Sports Betting Activity related to USA Football Sanctioned or IFAF sanctioned events to any individual that does not have a legitimate need to know such non-public information. Examples of such information include injury or health information, competitive strategy, and training or coaching information.
7. Social Media. You are expected to understand sharing information on social media may reveal non-public information that can be used for betting purposes and therefore should not share any non-public information through social media.

C. Reporting of Prohibited Conduct:

1. Obligation to Report Prohibited Conduct. You must immediately report any information they possess involving a violation, or suspected violation to the USA Football Compliance Department (compliance@usafootball.com).
2. Discipline for Failure to Report. Failure to report such information may result in disciplinary action. Retaliation against any individual who, in good faith, reports a violation or suspected violation of the rules set forth herein, even if an investigation finds that misconduct did not occur, is prohibited as detailed in USA Football’s Whistleblower Policy.
3. Disciplinary Action. Anyone who violates this policy will be subject to discipline and/or termination. In appropriate cases, USA Football reserves the right to refer the violations to law enforcement. USA Football further reserves the right to consider a wide range of mitigating or aggravating factors when determining the appropriate disciplinary action in any case (e.g., level of involvement, cooperation with the investigation, isolated or repeated violations).

D. Ownership Interest in an Entity Involved in Sports Betting

You must disclose any Ownership Interest in, or any position with, a Sports Gaming Company held by any relative or close associates or affiliated persons, as defined in the USA Football Conflict of Interest Policy.

E. Conclusion

This policy may not cover all future questions and proposals. If necessary, USA Football and/or its Ethics Committee will review each matter on its own merits and make case-by-case determinations.

Resources. Team USA Athletes may contact the Athlete Ombuds (ombudsman@usathlete.org and 719.866.5000). USA Football participants may contact USA Football’s Compliance Department (compliance@usafootball.com).

11. Membership Required

If Your agreement requires it, You are and shall remain an active member of USA Football under then-current procedures of membership throughout the term of Your Agreement. You must remain an active member of USA Football to be eligible to compete in national and international competitions for the United States. You shall comply with any applicable administrative deadlines established by USA Football for individual membership.

12. Travel Policy

If Your Agreement requires you to consent to USA Football’s travel policy, You shall meet all travel schedules set by USA Football, and understand that changes may only be made with approval from USA Football. You acknowledge that unless otherwise specified in Your Agreement, You will be financially responsible for airline, hotel, food, and other expenses for events that You attend. United States National Team Athletes also must: (a) have a valid, current passport at all times during the term of Your Agreement; and (b) maintain current passport style-photos for use by USA Football in applying for visas, if any.

13. Confidentiality

“USA Football Confidential Information” means trade secrets, financial information, business information, plans, or strategies, non-disclosed Intellectual Property, personal data, and any other information of a kind that a reasonable person would consider secret to the business, and which is valuable in part due to its secrecy.

During the term of Your Agreement and at all times thereafter, You shall not disclose to any third party or use for any purpose other than for the performance of Your Agreement and these Terms and Conditions any USA Football Confidential Information without Our express, written consent. These obligations shall not apply to USA Football Confidential Information that is: (a) is in the public domain, or which was publicly known or available on the effective date of Your Agreement; or (b) after the effective date of Your Agreement becomes available to the public in a manner not involving a breach of any duty under Your Agreement. You may make Our Party’s Confidential Information available to Your employees, agents, consultants and representatives only on a need-to-know basis and only to individuals with confidentiality obligations to You that are at least as restrictive as those in this section. Upon termination or expiration of Your Agreement or upon Our request, You shall return to Us all of Our Confidential Information within Your possession or control, including all copies, in any medium or format, and shall purge or return any electronic copies from any electronic storage device, and certify to Us in writing that You have done so. Unless otherwise indicated, the terms (but not the existence) of Your Agreement are USA Football Confidential Information.

14. Miscellaneous

Entire Agreement. Your Agreement, along with these Terms and Conditions, and any internally-referenced and attached or linked Exhibits, Schedules, or Attachments in Your Agreement or these Terms and Conditions, contain the entire agreement between You and Us regarding the subject matter of the same, and supersede any prior written or oral agreements between You and Us relating in any way to the subject matter of Your Agreement or these Terms and Conditions.
Relationship. You are not an employee of USA Football, and nothing in Your Agreement will create an agency, partnership, employment, or joint venture relationship between You and Us. We will not withhold any taxes from any compensation that may be paid to you under Your Agreement, and we provide no benefits to You by way of Your Agreement.
Amendments. Any modification to Your Agreement or these Terms and Conditions must be in writing and signed by Athlete and USAFB.
Severability. If any part of Your Agreement or these Terms and Conditions should be declared unenforceable or invalid, the remaining parts shall continue to be valid and enforceable.
Binding Agreement. Your Agreement and these Terms and Conditions shall inure to the benefit of and be binding upon the parties and their respective executors, administrators, personal representatives, heirs, assigns, and successors.
Assignment. You may not assign or transfer your rights under Your Agreement or these Terms and Conditions without the express, prior, written consent of USA Football.
Waiver. Either party’s waiver of, or failure to exercise, any right provided for in Your Agreement or in these Terms and Conditions shall not be deemed a waiver of any further or future right under this Agreement.
Force Majeure. If for any reason outside a party’s reasonable control, including without limitation, strikes, boycotts, war, acts of God, labor troubles, riots, acts of terrorism, delays of commercial carriers, restraints of public authority, pandemics or health epidemics, or for any other reason, similar or dissimilar, beyond either party’s control, a party is unable to perform its duties and obligations hereunder, such failure to perform will not be considered a default under Your Agreement or these Terms and Conditions, and such party will not be liable for the failure to deliver the corresponding benefits and privileges, for as long as the incident of Force Majeure persists, provided however, that if the Force Majeure events persists longer than is reasonable under the circumstances of Your Agreement or these Terms and Conditions, USA Football may terminate Your Agreement with thirty days written notice for convenience.
Counterparts; Digital Signatures. Your Agreement and these Terms and Conditions may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Digital signatures shall be binding as originals.
Compliance. You covenants, warrants, and represents that You will comply with all laws and regulations applicable to this Agreement.
Notices. All notices of any nature which either party may be required or desire to serve upon the other in connection with this Agreement shall be in writing sent to USA Football at 45 N. Pennsylvania, Suite 800, Indianapolis, IN 46204 (with a copy to Peele Law Group, PC, 49 Boone Village, Box 299, Zionsville IN 46077, which shall not constitute notice), or to You at Your address provided in Your Agreement, or as may be updated by either party in writing after Effective Date of Your Agreement.
Governing Law, Jurisdiction and Venue. Your Agreement and these Terms and Conditions shall be governed and enforced in accordance with the laws of the state of Indiana, without effect to its conflict of laws provisions. The parties consent to jurisdiction of the courts in Marion County, Indiana, and to venue in the state and federal courts of Marion County, Indiana or the Commercial Courts of Indiana, at the election of the party bringing the claim.
Opportunity to Consult with Counsel. You acknowledge that You have had the opportunity to be represented by independent counsel in the negotiation and execution of Your Agreement and these Terms and Conditions, that any such attorneys were of Your own choosing, that You have read Your Agreement and these Terms and Conditions, and understand their meaning and legal consequences. You represent and warrant that You have had sufficient time to consider whether to enter into this Your Agreement and these Terms and Conditions, and You are relying solely on Your own judgment and the advice of Your counsel (if applicable) in deciding to execute Your Agreement and these Terms and Conditions. If You have chosen not to seek counsel, You acknowledge that You refrained from seeking counsel entirely on Your own volition.

15. No Warranties.

YOUR USE OF THE RESOURCES AND BENEFITS IDENTIFIED IN YOUR AGREEMENT SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE RESOURCES AND BENEFITS AND YOUR USE THEREOF. THE RESOURCES, BENEFITS, AND ANY RELATED SOFTWARE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE RESOURCES AND BENEFITS, THE USAFOOTBALL.COM SITE (THE “SITE”), OR OF ANY SITES LINKED TO THE SITE

16. Limitation of Liability.

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) RESOURCES OR BENEFITS PROVIDED UNDER YOUR AGREEMENT, INCLUDING WITHOUT LIMITATION ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, OR (II) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS PARAGRAPH MAY NOT APPLY IF PROHIBITED BY LAW.