NJCAA AUDIT GUARANTEE - MASTER SERVICES AGREEMENT
TERMS & CONDITIONS
This Master Services Agreement (this “Agreement”) is entered into by and between Honest Game Corporation, a Delaware corporation (“Honest Game”), with a mailing address at Orrington Plaza, 1603 Orrington Ave, Ste 600, Evanston, IL 60201, and the Customer (“Customer”), collectively the “Parties” or singularly as a “Party.”
Customer desires to obtain a license to access Honest Game’s User Dashboard and NJCAA AUDIT GUARANTEE software (“HG Services”), and Honest Game is willing to grant such a license in accordance with the terms and conditions set forth below, the Honest Game Quote, and Honest Game’s Privacy Policy.
1. LICENSE
1.1 License. Honest Game grants to Customer a limited, non-transferable, non-sub licensable, non-exclusive right and license to access HG Services. The applicable Honest Game Quote shall set forth and further describe the HG Services to be provided, the applicable fees, and other applicable terms and conditions.
1.2 Availability of Materials. Honest Game shall make the HG Services available during each annual term (July 1–June 30), aligned with the NJCAA member dues cycle, upon opting into the NJCAA Audit Guarantee annually. Access to HG Services terminates on June 30th each year.
1.3 Users. During the configuration and setup process for each Platform, Customer will identify administrative username(s) and password(s) for Customer’s Honest Game account (“Users”).
2. LICENSE FEE
2.1 License Fee. Customer acknowledges that enrollment in the NJCAA Academic Eligibility Clearinghouse and Audit Guarantee program is completed through the NJCAA annual dues process. By selecting and submitting NJCAA dues that include the Audit Guarantee, the Customer is committing to the full annual term and all associated fees (the “Fees”).
All payment obligations are final, non-cancelable, and non-refundable. Fees are billed and collected in full through the NJCAA dues process, regardless of usage, participation level, or onboarding timing.
Honest Game will receive payment through NJCAA and provide access to the services for the applicable subscription term. Customer is responsible for maintaining accurate billing and contact information and for notifying Honest Game of any changes.
2.2 Payment: Payment for HG Services is remitted to the NJCAA in connection with the Customer’s annual NJCAA membership dues. Honest Game does not invoice or collect payment directly. The NJCAA is the billing and contracting entity, and all payment obligations are subject to NJCAA terms. Honest Game may suspend access to HG Services if the Customer is not in good standing or payment has not been completed through the NJCAA.
2.3 Tax Exemption. Customer shall pay, and shall be liable for, all taxes relating to Honest Game’s provision of the HG Services. Honest Game shall pay, and shall be liable for, taxes based on its net income or capital.
2.4 Payment Disputes. Customer acknowledges that all fees for the NJCAA Academic Eligibility Clearinghouse and Audit Guarantee program are billed and collected by the NJCAA as part of the annual dues process. Accordingly, any disputes related to fees, billing, or charges must be directed to the NJCAA in accordance with its billing policies and timelines. The NJCAA is the billing and contracting entity.
If Customer believes there is an error related to access to services or program participation, Customer must notify Honest Game within thirty (30) days of discovery so that Honest Game may review and address the issue in coordination with the NJCAA, as applicable.
2.5 Price Increases. Customer acknowledges that fees for the NJCAA Academic Eligibility Clearinghouse and Audit Guarantee program are established and collected through the NJCAA annual dues process. Honest Game reserves the right to increase fees or implement new fees for any subsequent NJCAA membership year. Any such changes will be communicated to the NJCAA in advance of the applicable dues cycle and will apply on a prospective, annual basis. Continued participation by Customer through the NJCAA dues process constitutes acceptance of the applicable fees for that membership year.
3. SUBSCRIPTION AND TERMINATION
3.1 Subscription Period. The subscription term is for one (1) year and aligns with the NJCAA annual dues cycle (“Subscription Period”). The Subscription Period begins upon confirmation of the Customer’s NJCAA dues selection that includes the Audit Guarantee and continues through the applicable NJCAA membership year.
Renewal. This subscription is not automatically renewable. Continued participation in the NJCAA Academic Eligibility Clearinghouse and Audit Guarantee program requires the Customer to affirmatively opt in each year during the NJCAA annual dues process. Failure to select and submit payment for the Audit Guarantee as part of NJCAA dues will result in the expiration of access to the Service at the end of the current Subscription Period.
Honest Game will provide advance notice of the upcoming renewal period, in coordination with the NJCAA dues cycle, including applicable terms and pricing for the year ahead.
Billing and Vendor Record. The NJCAA is the billing and contracting entity and vendor of record. Honest Game provides services on behalf of the NJCAA and does not contract or bill the Customer directly. All procurement and payment obligations are administered through the NJCAA. Honest Game may suspend access if the Customer is not in good standing with the NJCAA.
Termination. The subscription will automatically terminate at the end of the Subscription Period if Customer does not opt in for the following year through the NJCAA dues process. Honest Game reserves the right to suspend or terminate access to the Service if payment is not received through the NJCAA dues process.
4. OWNER OF INTELLECTUAL PROPERTY
4.1 Notice. Customer and its Users acknowledge that the HG Services constitute copyrighted intellectual property of Honest Game and are to be used solely by Customer and its Users. Under no circumstance shall the HG Services be disclosed to any other party, in any form, whether in print, video, social media, internet or any other written or digital form or used for any commercial purpose including but not limited to the sale of the HG Services, fee-for-service use of the HG Services, or bulk reproduction or distribution of the HG Services in any form.
4.2 Prohibited Use of Materials. Neither Customer nor its Users may use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer, or redistribute any HG Services. Customer and its Users shall not modify, manipulate, or create a derivative work of the HG Services.
5. CHANGES TO SERVICES
5.1 Changes to HG Services. Customer understands that from time to time Honest Game may, in its sole discretion, make any changes to any HG Services, or its delivery system or platform, that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Honest Game’s products or services to its customers, (b) the competitive strength of, or market for, Honest Game’s products or services.
6. INDEMNIFICATION AND LIMITATION ON LIABILITY
6.1 Damage Limitation. In no event shall Honest Game be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of data, business interruption, or loss of revenue, arising out of the use of or the inability to use the HG Services. Except for any claim related to a failure to pay fees and the indemnification set forth in Paragraph 6.2, to the maximum extent permitted by applicable law, the maximum total liability of either party for any performance or non-performance under this agreement shall be limited to the fees paid by Customer in a 12-month period.
6.2 Indemnification. To the extent allowed by law, each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. This indemnification clause will survive the termination of this Agreement.
The indemnifying party shall have the right to defend such claims at its own expense. The other party shall provide assistance in investigating and defending such claims as the indemnifying party may reasonably request and have the right to participate in the defense at its own expense.
7. WARRANTY
7.1 Disclaimer of Eligibility Determination. Honest Game provides pre-audit and eligibility support services through the HG Services. Honest Game does not make final eligibility determinations. All final eligibility decisions are made solely by the NJCAA in accordance with its rules and processes. Accordingly, Honest Game makes no warranties or guarantees that any student-athlete will be deemed eligible by the NJCAA.
7.2 EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS.” WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE PRODUCTS, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR OR OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS. In addition, we have made no representation or statement and give no condition, warranty or guarantee about the dates for delivery or release of any HG Services.
8. GENERAL CONTRACT TERMS
8.1 Terms of Service. Terms of Service, Data Privacy Agreement, and Honest Game’s Privacy Policy constitute the entire agreement of the parties and supersede all prior communications, understandings, and agreements relating to the license to use the HG Services, whether oral or written.
8.2 Amendments/Assignments. No amendment or modification to this Agreement shall be effective unless and until the amendment or modification is in writing and signed by the Parties. The Customer cannot assign its rights or responsibilities under this Agreement to any third party without Honest Game’s prior written consent.
8.3 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois without regard to conflict of law principles. Jurisdiction and venue for all disputes hereunder shall be the Circuit Court located in Cook, Illinois, or the federal district court for the Northern District of Illinois. Honest Game shall be entitled to seek injunctive relief, or other equitable remedies, without the requirement to post a bond, from any court of competent jurisdiction.
8.4 Notice. All notices given pursuant to this Agreement shall be in writing and may be hand delivered or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested or emailed. If any notice is sent by facsimile, confirmation copies must be sent by U.S. Mail or hand delivery to the specified address. Either party may, from time to time change its Notice Address by written notice to the other party.
If to Honest Game: Orrington Plaza, 1603 Orrington Ave, Ste 600, Evanston, IL 60201
8.5 Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder, except payment of fees, if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, strikes or other work stoppages, and/or any other cause beyond the reasonable control of the party whose performance is affected.
8.6 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
8.7 Waiver. The waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
8.8 The term for services provided under this Agreement aligns with the NJCAA membership dues cycle and shall run annually from July 1 through June 30 (“Term”).
Execution of this Agreement confirms Customer’s participation for the applicable Term; however, access to services will not be granted until this Agreement is fully executed and all required payments, as applicable through the NJCAA dues process, have been received.