NxtREP

NxtREP Terms of Service

Effective Date: September 4, 2026

Version: 1.0

Last Updated: September 4, 2026

These Terms of Service (“Terms”) constitute a legally binding contract between you and Blue Gorilla Ventures LLC, a Florida limited liability company, doing business as NxtREP (“NxtREP,” “Company,” “we,” “us,” or “our”).

Your sole contracting party is Blue Gorilla Ventures LLC. No individual owner, member, manager, officer, employee, contractor, agent, or other person associated with NxtREP is a party to this contract in a personal capacity.

These Terms govern your access to and use of the NxtREP mobile application, website, booking platform, and related services collectively referred to as the “Platform,” whether you use NxtREP as an Athlete, parent or guardian, Coach, or visitor.

“Protected Parties” means Blue Gorilla Ventures LLC d/b/a NxtREP and each of its past, present, and future parents, subsidiaries, affiliates, successors, and assigns, and each of their respective members, managers, officers, directors, shareholders, employees, independent contractors, agents, representatives, insurers, attorneys, and volunteers, and any person acting on their behalf in connection with the Platform.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE IMPORTANT PROVISIONS REGARDING SPORTS-RELATED RISKS, RELEASE OF LIABILITY, COVENANT NOT TO SUE, EXCLUSIVE RECOURSE AGAINST THE COMPANY ONLY, MINOR ATHLETES, COACH OBLIGATIONS, PAYMENTS, INDEMNIFICATION, LIMITATIONS OF LIABILITY, BINDING ARBITRATION, AND WAIVER OF CLASS-ACTION AND JURY-TRIAL RIGHTS.

By creating an account, checking an acceptance box, tapping an acceptance button, making a booking, activating a Coach account, or otherwise indicating your agreement, you acknowledge that you have read, understand, and agree to these Terms. If you do not agree, you must not use the Platform.

Part A — General Terms

1. Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to create and control a NxtREP account.

A minor may participate as an Athlete only through an account and authorization provided by the minor’s parent, natural guardian, or other adult legally authorized to act for the minor.

A minor may not independently agree to these Terms.

If you use NxtREP for a minor Athlete, you represent that:

Children under 13 may not independently create or control a NxtREP account.

2. What NxtREP Does

NxtREP operates a technology marketplace that enables athletes, parents, guardians, and independent sports coaches to find one another and arrange sports-training services.

NxtREP may provide technology for:

NXTREP IS NOT THE PROVIDER OF THE SPORTS COACHING OR TRAINING SERVICE.

Except where expressly stated otherwise:

No Agency; No Endorsement

No Coach has authority to act as NxtREP’s agent, representative, or employee for any purpose. No Coach has authority to bind NxtREP to any obligation. A Coach’s verification status, background screening, identity verification, or any badge displayed on the Platform is not an endorsement by NxtREP of that Coach’s safety, qualifications, character, or suitability.

NxtREP is a technology intermediary and marketplace operator. To the extent permitted by applicable law, including Section 230 of the Communications Decency Act (47 U.S.C. § 230), NxtREP is not the publisher or speaker of information provided by Coaches, Athletes, parents, or other users, and NxtREP is not liable for the content of user-generated profiles, reviews, messages, or other user content.

3. Coach Profiles and Verification

NxtREP may require Coaches to complete identity verification, background screening, credential verification, or other screening.

A Coach profile may display verification badges or similar indicators.

These indicators mean only that the Coach completed the particular NxtREP verification requirement associated with that indicator at the applicable time.

A BACKGROUND CHECK, IDENTITY CHECK, BADGE, OR OTHER VERIFICATION IS NOT A GUARANTEE THAT A COACH IS SAFE, QUALIFIED, SUITABLE, TRUSTWORTHY, OR FREE FROM PAST OR FUTURE MISCONDUCT.

Background information may be incomplete, inaccurate, delayed, or unavailable.

You remain responsible for determining whether a particular Coach is appropriate for you or your minor Athlete.

4. Your Account

You agree to:

You are responsible for activity occurring through your account to the extent permitted by law.

5. Booking Coaches

A booking through NxtREP creates an arrangement for coaching services between the Athlete or parent/guardian and the independent Coach.

Before booking, you should review information presented through the Platform, which may include:

Submitting or confirming a booking constitutes authorization for NxtREP and its service providers to process the booking in accordance with the terms displayed to you.

6. Payments and Fees

NxtREP may charge platform, booking, service, processing, cancellation, or other fees.

Applicable charges will be disclosed before the applicable transaction is completed.

Payments may be processed by third-party payment processors.

By providing a payment method, you authorize NxtREP and its payment providers to:

NxtREP may change its fees prospectively.

Any required fee will be disclosed before you become obligated to pay it.

7. Cancellations and Refunds

Bookings are subject to the cancellation and refund policy displayed through NxtREP.

Different rules may apply based on:

Refund eligibility will be determined under the policy applicable to the booking.

Nothing in these Terms restricts consumer rights that cannot legally be waived.

8. Athlete Health and Fitness

Sports and athletic training involve physical exertion.

You are responsible for determining whether you or a minor Athlete for whom you are responsible are medically and physically capable of participating.

You acknowledge that:

9. Assumption of Sports and Activity Risks

YOU ACKNOWLEDGE THAT SPORTS TRAINING, EXERCISE, CONDITIONING, DRILLS, PRACTICE, AND ATHLETIC ACTIVITIES ARE INHERENTLY PHYSICAL AND MAY INVOLVE SERIOUS RISKS.

Such risks may include:

Some dangers cannot be completely eliminated even when reasonable care is exercised.

YOU KNOWINGLY AND VOLUNTARILY ASSUME THE INHERENT RISKS ASSOCIATED WITH PARTICIPATING IN SPORTS OR ATHLETIC TRAINING ARRANGED THROUGH NXTREP.

10. Adult Athlete Release

If you are an adult Athlete, to the fullest extent permitted by law you release, discharge, and covenant not to sue the Protected Parties for personal injury, death, or property damage resulting from risks inherent in athletic activity, from the acts or omissions of independent Coaches, from interactions with other users, or from other risks that may lawfully be released.

You agree that any claim you may lawfully bring relating to NxtREP or the Platform may be asserted only against Blue Gorilla Ventures LLC, and not against any Protected Party in an individual or personal capacity.

This provision does not release any liability that applicable law prohibits from being excluded or limited.

11. Minor Athlete Assumption of Risk and Parent/Guardian Release

If you authorize a minor Athlete to participate, you represent that you are the minor’s natural guardian or otherwise have the legal authority required to authorize participation.

You understand that sports instruction may be dangerous and may result in serious injury, permanent disability, or death.

To the fullest extent allowed by applicable law, you knowingly and voluntarily assume on behalf of yourself and the minor Athlete the inherent risks associated with the applicable athletic activity.

To the fullest extent permitted by applicable law, you release the Protected Parties from claims belonging to you or the minor Athlete for personal injury, including death, or property damage resulting from inherent risks of the applicable athletic activity, from the acts or omissions of independent Coaches, or from other risks that may lawfully be released.

IMPORTANT NOTICE: The enforceability of parental pre-injury releases on behalf of minor children varies significantly by state. In some states, parental waivers of a minor’s claims are unenforceable or are enforceable only in limited circumstances. Nothing in this Section is intended to waive any claim that applicable law prohibits a parent or guardian from waiving, and this release applies only to the fullest extent permitted by the law of the jurisdiction where the claim arises.

If you are a Florida resident or the activity takes place in Florida, the following notice is provided as required by Florida Statute § 744.301:

NOTICE TO THE MINOR CHILD’S NATURAL GUARDIAN

READ THIS FORM COMPLETELY AND CAREFULLY. YOU ARE AGREEING TO LET YOUR MINOR CHILD ENGAGE IN A POTENTIALLY DANGEROUS ACTIVITY. YOU ARE AGREEING THAT, EVEN IF BLUE GORILLA VENTURES LLC D/B/A NXTREP USES REASONABLE CARE IN PROVIDING THIS ACTIVITY, THERE IS A CHANCE YOUR CHILD MAY BE SERIOUSLY INJURED OR KILLED BY PARTICIPATING IN THIS ACTIVITY BECAUSE THERE ARE CERTAIN DANGERS INHERENT IN THE ACTIVITY WHICH CANNOT BE AVOIDED OR ELIMINATED. BY SIGNING THIS FORM YOU ARE GIVING UP YOUR CHILD’S RIGHT AND YOUR RIGHT TO RECOVER FROM BLUE GORILLA VENTURES LLC D/B/A NXTREP IN A LAWSUIT FOR ANY PERSONAL INJURY, INCLUDING DEATH, TO YOUR CHILD OR ANY PROPERTY DAMAGE THAT RESULTS FROM THE RISKS THAT ARE A NATURAL PART OF THE ACTIVITY. YOU HAVE THE RIGHT TO REFUSE TO SIGN THIS FORM, AND BLUE GORILLA VENTURES LLC D/B/A NXTREP HAS THE RIGHT TO REFUSE TO LET YOUR CHILD PARTICIPATE IF YOU DO NOT SIGN THIS FORM.

You agree that any claim you or the minor Athlete may lawfully bring relating to NxtREP or the Platform may be asserted only against Blue Gorilla Ventures LLC, and not against any Protected Party in an individual or personal capacity.

This release is limited to claims that may lawfully be released.

Nothing in this Agreement is intended to waive a claim that applicable law prohibits a parent or guardian from waiving.

This release does not apply to claims arising from gross negligence, willful misconduct, or fraud, to the extent applicable law prohibits releasing such claims.

12. Independent Coaches

Coaches are independent providers.

NxtREP does not guarantee:

NxtREP’s ability to verify, review, suspend, or remove a Coach does not make NxtREP responsible for the Coach’s independent acts or omissions.

13. Parent and Guardian Responsibilities

A parent or guardian booking for a minor is responsible for:

NxtREP is not a childcare, babysitting, transportation, or custodial service.

14. Personal Safety

You should exercise reasonable judgment when meeting anyone through an online marketplace.

You should immediately report serious or inappropriate Coach conduct to NxtREP.

If there is an immediate threat to health or safety, contact appropriate emergency authorities.

15. Emergency Situations

A Coach or another person may contact emergency services when circumstances reasonably appear to require immediate medical assistance.

NxtREP does not guarantee emergency response or medical availability.

You are responsible for medical costs imposed on you under applicable law.

16. Prohibited Conduct

You may not:

17. Reviews and User Content

NxtREP may permit you to submit photographs, reviews, ratings, messages, comments, or other content.

You retain ownership of content you own.

You grant NxtREP a worldwide, nonexclusive, royalty-free, sublicensable license to host, reproduce, display, format, distribute, and use that content as reasonably necessary to operate, improve, protect, and promote NxtREP.

You represent that you possess the rights required to provide the content.

NxtREP may moderate or remove content that violates these Terms or applicable law.

To the extent permitted by applicable law, including Section 230 of the Communications Decency Act (47 U.S.C. § 230), NxtREP is not the publisher or speaker of user-generated content and is not liable for the content of user reviews, ratings, messages, photographs, or other content submitted by users.

NxtREP respects the intellectual property rights of others. If you believe that content on the Platform infringes your copyright, you may submit a takedown notice under the Digital Millennium Copyright Act (DMCA) to:

legal@nxtrep.io

Your notice must include:

NxtREP will process and respond to valid DMCA notices in accordance with applicable law.

18. Privacy

Use of personal information is governed by the NxtREP Privacy Policy.

The Privacy Policy is a separate legal document and should be reviewed together with these Terms.

19. Communications

You agree that NxtREP may provide transactional communications relating to:

Marketing communications will be subject to applicable consent and opt-out requirements.

20. Intellectual Property

NxtREP owns or licenses the Platform and related:

NxtREP also owns all intellectual property created by its contractors, developers, designers, and other service providers in connection with the Platform, including all such work that has been assigned to or created as a work made for hire for NxtREP.

You receive a limited, revocable, personal, nontransferable, nonexclusive right to use NxtREP for its intended purpose.

You may not reproduce, resell, reverse engineer, commercially exploit, or misuse the Platform except where applicable law expressly permits it.

21. Third-Party Services

NxtREP may rely on third-party providers for services such as:

To the extent permitted by law, NxtREP is not responsible for independent outages, errors, or misconduct of third-party providers.

22. No Guarantee of Results

NxtREP makes no guarantee regarding:

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXTREP IS PROVIDED “AS IS” AND “AS AVAILABLE.”

NxtREP disclaims warranties of merchantability, fitness for a particular purpose, noninfringement, availability, accuracy, and other implied warranties to the extent those warranties may lawfully be disclaimed.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED PARTIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This includes, where legally permitted:

To the maximum extent permitted by law, the aggregate liability of the Protected Parties arising from or related to your use of the Platform, bookings, Coaches, or these Terms will not exceed the greater of:

This limitation of liability does not apply to claims for personal injury or death caused by NxtREP’s own negligence or willful misconduct, to the extent applicable law prohibits limiting such liability.

No Protected Party other than Blue Gorilla Ventures LLC shall have any personal, joint, or several liability to you. Florida limited-liability-company law provides that members and managers are not liable solely by reason of being members or managers. You agree not to seek to impose personal liability on any Protected Party and not to attempt to pierce the corporate veil except to the extent a court of competent jurisdiction finally determines that applicable law independently requires it.

This limitation does not apply where applicable law prohibits such limitation, including where a statute forbids limiting liability for willful misconduct or fraud.

25. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless the Protected Parties from claims, demands, actions, investigations, losses, damages, liabilities, costs, and reasonable attorneys’ fees arising from or relating to:

This section does not require indemnification for conduct for which applicable law prohibits indemnification.

26. Suspension and Termination

NxtREP may restrict, suspend, or terminate an account when reasonably necessary because of:

NxtREP may act immediately where reasonably necessary for safety or security.

27. Changes to These Terms

NxtREP may revise these Terms.

Each published version will have a version number or other identifier.

If NxtREP determines that a revision requires renewed acceptance, you may be required to review and affirmatively accept the updated Terms before continuing to use protected Platform functions.

NxtREP may maintain records showing the exact version you accepted.

28. Electronic Acceptance

You consent to conducting transactions with NxtREP electronically.

Checking an acceptance box, tapping Accept, or otherwise electronically indicating agreement constitutes your electronic signature and acceptance to the extent permitted by applicable law.

NxtREP may record:

NxtREP may retain prior versions and acceptance records.

29. Informal Dispute Resolution

Before beginning arbitration or litigation, you and NxtREP agree to attempt in good faith to resolve a dispute informally.

A dispute notice should include sufficient information to identify:

Send notices to:

legal@nxtrep.io

The parties will have at least 30 days to attempt informal resolution before arbitration is initiated, except where immediate equitable relief is reasonably necessary.

30. Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except for matters properly brought in small-claims court and claims for certain emergency injunctive relief, all disputes, claims, and controversies arising from or relating to these Terms, NxtREP, the Platform, bookings, Coaches, privacy practices, or the relationship between you and any Protected Party will be resolved through binding individual arbitration to the maximum extent permitted by law.

You agree to arbitrate such disputes only against Blue Gorilla Ventures LLC, not against any other Protected Party in a personal capacity.

The Federal Arbitration Act governs this arbitration provision.

Unless otherwise agreed, arbitration will be administered by the American Arbitration Association (“AAA”). The AAA Consumer Arbitration Rules will ordinarily apply to Athlete, parent, and guardian disputes, and the AAA Commercial Arbitration Rules and Mediation Procedures will ordinarily apply to Coach disputes, unless AAA determines that another AAA ruleset is required by applicable law or the nature of the dispute. The seat of arbitration will be in the State of Florida, except where applicable law requires otherwise.

Nothing in this provision prevents either party from seeking relief in small-claims court when the claim qualifies.

31. Class Action Waiver

YOU AND NXTREP AGREE THAT CLAIMS WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

If the class action waiver in this Section is found to be unenforceable, it shall be severed from the arbitration provision, and the remainder of the arbitration provision (including the requirement to arbitrate on an individual basis) shall remain in full force and effect.

32. Jury Trial Waiver

For any dispute lawfully proceeding in court rather than arbitration, you and NxtREP knowingly waive the right to a jury trial to the fullest extent permitted by law.

33. Arbitration Opt-Out

You may opt out of the arbitration agreement by sending written notice to:

legal@nxtrep.io

within 30 days of your initial acceptance of the version of these Terms containing the arbitration provision.

The notice must provide:

Opting out of arbitration does not terminate your NxtREP account or otherwise invalidate these Terms.

34. Governing Law

Except where federal law or another law that cannot contractually be displaced applies, these Terms will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

35. Severability

If a provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining Terms will continue in effect.

36. Assignment

You may not assign these Terms without NxtREP’s written consent.

NxtREP may assign these Terms in connection with a merger, acquisition, financing, restructuring, asset sale, or similar business transaction.

37. No Waiver

NxtREP’s failure to enforce a provision does not waive its ability to enforce that provision later.

38. Exclusive Recourse; Covenant Not to Sue Individuals

To the maximum extent permitted by law:

39. Third-Party Beneficiaries

Each Protected Party is an intended third-party beneficiary of the release, covenant not to sue, limitation of liability, indemnification, arbitration, class-action waiver, jury-trial waiver, and exclusive-recourse provisions, and may enforce those provisions.

40. Time Limit to Bring Claims

To the maximum extent permitted by law, any claim arising from or relating to these Terms, the Platform, or NxtREP must be filed within two (2) years after the claim accrued, or it is permanently barred. This does not shorten any period that applicable law requires to remain longer. For claims involving a minor, the limitations period is tolled during the minority of the person entitled to bring the claim, to the extent required or permitted by applicable law.

41. Survival

The following survive termination of your account or these Terms: account-related obligations, payment obligations, releases, assumption of risk, indemnification, limitation of liability, exclusive recourse, covenant not to sue, third-party beneficiary rights, dispute-resolution provisions, and any term that by its nature should survive.

Part B — Additional Terms for Coaches

Part B applies if you create a Coach account, complete Coach onboarding, accept bookings, or provide coaching or sports-training services through NxtREP. If you are only an Athlete, parent, or guardian, Part B does not apply to you.

If there is a conflict between Part A and Part B regarding your activities as a Coach, Part B controls for those Coach activities. The dispute-resolution, exclusive-recourse, electronic-acceptance, governing-law, and related provisions in Part A apply to Coaches as well.

By activating a Coach account or providing services through NxtREP, you agree to Part A and Part B.

B1. Eligibility

You must:

NxtREP may approve or reject Coach participation to the extent permitted by law.

B2. Independent Provider Relationship

YOU PROVIDE COACHING AS AN INDEPENDENT SERVICE PROVIDER AND NOT AS AN EMPLOYEE OF NXTREP.

Nothing in these Terms (including Part B) creates:

Subject to Platform and safety requirements, you independently control the manner and means by which you provide coaching services.

You determine matters such as your:

You are free to provide coaching services outside NxtREP, subject to your obligations regarding NxtREP-originated transactions and confidential Platform information.

NxtREP does not guarantee bookings, minimum hours, minimum revenue, or continued demand.

State Law Acknowledgment: NxtREP intends that Coaches be classified as independent contractors under applicable law. However, some states (including, without limitation, California under AB5) apply an “ABC test” or similar standard that may affect classification. Nothing in these Terms is intended to override or circumvent mandatory classification requirements imposed by applicable state law. If a Coaches’ relationship with NxtREP is reclassified under applicable law, the parties will negotiate in good faith to adjust the relationship to comply with such law. NxtREP’s business is providing technology and marketplace services; it is not in the business of providing sports coaching or training services directly.

B3. No Authority to Bind NxtREP

You may not:

B4. Coach Representations

You represent and warrant that:

B5. Identity and Background Screening

NxtREP may require:

You agree to provide truthful information and any disclosures, consents, or authorizations required for a screening process.

Acceptance of these Terms does not itself constitute authorization for a consumer report, background check, or other screening where applicable law requires a separate disclosure or authorization. Any required background-screening disclosure and authorization will be presented separately, including through a third-party screening provider when applicable.

If NxtREP intends to take adverse action against you based in whole or in part on a consumer report or background check, NxtREP will comply with the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq., including:

If you believe a background report contains inaccurate information, you have the right to dispute the report with the screening provider and with NxtREP.

Verification does not create an employment relationship.

NxtREP may require reverification or additional screening.

B6. Continuing Disclosure

You must promptly inform NxtREP if you become aware of circumstances materially affecting Athlete safety or your eligibility, including where applicable:

NxtREP may suspend your account during an investigation.

B7. Coach Responsibility for Services

YOU ARE SOLELY RESPONSIBLE FOR THE COACHING AND SPORTS-TRAINING SERVICES YOU PERSONALLY PROVIDE.

This includes responsibility for:

NxtREP does not supervise or direct the manner in which you coach.

B8. Coach Assumption of Risk

You understand that providing sports instruction may require physical participation, demonstration, movement, exposure to athletic equipment, facilities, weather, and other participants.

Such activities may result in:

YOU KNOWINGLY AND VOLUNTARILY ASSUME THE INHERENT RISKS ASSOCIATED WITH YOUR PARTICIPATION IN SPORTS AND ATHLETIC ACTIVITIES WHILE PROVIDING COACHING SERVICES.

To the maximum extent permitted by law, you release Blue Gorilla Ventures LLC d/b/a NxtREP and its owners, members, managers, officers, employees, affiliates, agents, and representatives from claims arising from injuries to you resulting from inherent risks associated with your participation in such activities.

Nothing in this section releases liability that applicable law prohibits from being released.

B9. Athlete Safety

You must use reasonable professional judgment and prioritize Athlete safety.

You must not knowingly:

B10. Minor Athlete Safety

Coaches working with minors are expected to maintain appropriate professional boundaries.

You must never:

Serious violations may result in immediate suspension or permanent removal and may be reported to appropriate authorities where required or appropriate.

You must promptly report any suspected child abuse, neglect, or exploitation to appropriate law enforcement or child protective services authorities as required by applicable state mandatory reporting laws. NxtREP is not responsible for making such reports on your behalf, but NxtREP may also report suspected abuse to appropriate authorities.

B11. Physical Contact With Athletes

Some legitimate sports instruction may involve physical demonstration or positioning.

Physical contact must:

Inappropriate physical contact is prohibited.

B12. Communications With Minors

Material electronic communications concerning a minor Athlete must be directed through the Athlete’s parent or guardian or through Platform communications accessible to, approved by, or reasonably expected to be visible to the parent or guardian.

You may not privately solicit or maintain off-Platform communications with a minor Athlete without the parent or guardian’s knowledge and authorization.

You may not request that a minor Athlete:

You may not use Athlete contact information for inappropriate, exploitative, or unrelated purposes.

B13. Transportation and Custody

NxtREP is not a transportation or childcare service.

Unless separately and lawfully agreed with the Athlete’s parent or guardian, you should not assume responsibility for:

Any separate transportation or custodial arrangement is not provided or controlled by NxtREP.

B14. Emergency Situations

You should exercise reasonable judgment in an emergency.

If circumstances reasonably appear to involve a serious medical emergency, contacting emergency services may be appropriate.

NxtREP does not provide emergency medical services and does not direct medical treatment.

B15. No Medical Services

Unless separately licensed and legally permitted to do so, you may not represent ordinary NxtREP coaching as:

If you hold a professional license, that license does not make NxtREP the provider of those regulated services.

B16. Insurance

You are responsible for determining and maintaining any insurance required by applicable law or reasonably appropriate to your coaching business and activities.

NxtREP may establish minimum insurance requirements for particular Coaches, sports, activities, facilities, or jurisdictions and may require proof of coverage as a condition of using some or all Coach functionality. Coaches who provide services to minor Athletes must maintain at least the minimum liability insurance required by NxtREP, which may include general liability and abuse/molestation coverage.

Depending on the services offered, appropriate coverage may include:

Any insurance requirement imposed by NxtREP is a minimum Platform requirement and does not constitute advice that the amount or type of insurance is sufficient for your circumstances. NxtREP relies on each Coach’s representation that required insurance is maintained. NxtREP does not verify insurance coverage on a continuous basis and is not liable for a Coach’s failure to maintain required insurance.

B17. Facilities

You are responsible for obtaining appropriate authorization to use training facilities when required. NxtREP does not own, control, operate, inspect, supervise, or warrant any training facility, location, field, court, gym, park, or premises where coaching sessions take place. NxtREP is not liable for conditions, defects, hazards, or incidents at any third-party facility or location selected by a Coach, Athlete, or parent. Each Coach is responsible for evaluating the safety and suitability of any location where the Coach provides services.

You may not falsely represent that:

B18. Equipment

You are responsible for equipment that you provide.

You must not knowingly provide or use materially unsafe or defective equipment.

B19. Bookings

You agree to:

Repeated cancellations, no-shows, or material service failures may result in account restrictions.

B20. Pricing and NxtREP Fees

You authorize NxtREP to display your applicable session pricing and collect charges associated with bookings.

NxtREP may charge Coaches platform or service fees.

Current applicable fees will be disclosed through the Platform or the applicable NxtREP Coach Fee Schedule before you become obligated to a transaction subject to those fees.

NxtREP may modify fees prospectively after appropriate notice. Changes will not retroactively alter fees already applicable to a completed transaction unless required to correct an error, process a refund, resolve a dispute, or comply with law.

B21. Payments and Payouts

Payments and payouts may be processed through third-party payment infrastructure, including Stripe.

As a condition of receiving payments or payouts through Stripe, you may be required to create or maintain a Stripe connected account and agree to the applicable Stripe Connected Account Agreement and Stripe Services Agreement, as updated by Stripe from time to time.

You authorize NxtREP and applicable payment providers to:

You must complete any payment-provider onboarding, identity, tax, banking, or compliance requirements necessary to receive payouts.

You are responsible for maintaining accurate information with the payment provider and for complying with payment-provider terms that apply to your connected account.

NxtREP does not guarantee third-party banking or payment-network processing times.

B22. Completion of Sessions

NxtREP may use booking status, scheduled time, confirmation, session completion, or other Platform information to determine when a payment or payout becomes eligible for further processing.

You agree to accurately report the status of bookings.

You may not fraudulently mark an unperformed session as completed.

B23. Refunds and Chargebacks

NxtREP may issue refunds or make payment adjustments consistent with applicable Platform policies.

Where a refund, chargeback, reversal, or loss results from matters attributable to you, including:

NxtREP may recover associated amounts from funds otherwise payable to you or through other lawful methods.

B24. Taxes

You are responsible for determining and paying taxes applicable to your coaching income and business.

This may include:

NxtREP may provide tax information or make required reports to government authorities.

NxtREP does not provide tax advice.

B25. Coach Expenses

Unless NxtREP expressly agrees otherwise in writing, you are responsible for your own:

B26. No Employee Benefits

Nothing in your use of NxtREP entitles you to employee benefits from NxtREP, including:

except where applicable law independently requires otherwise.

B27. No Exclusivity

You may provide lawful coaching services through other channels.

NxtREP does not require exclusivity unless you separately agree otherwise in writing.

B28. NxtREP-Originated Transactions

You may not intentionally use NxtREP merely to obtain Athlete leads and then direct NxtREP-originated bookings off-platform primarily to evade applicable NxtREP fees.

You may not pressure an Athlete or parent to cancel a valid NxtREP booking solely to avoid Platform charges.

This restriction does not prohibit legitimate relationships or business independently developed outside NxtREP.

B29. Athlete Information and Privacy

Information obtained through NxtREP about an Athlete may be used only for legitimate purposes related to your coaching relationship and legal obligations.

You may not:

B30. Coach Content

You may submit photographs, biographies, videos, qualifications, logos, and other materials.

You retain ownership of content you own.

You grant NxtREP a worldwide, nonexclusive, royalty-free, sublicensable license to host, reproduce, format, display, distribute, and use your content as reasonably necessary to:

You represent that you possess the necessary rights to the content.

B31. Reviews

Athletes and parents may review Coaches.

NxtREP does not guarantee positive reviews.

NxtREP may remove reviews that violate Platform policies but is not obligated to remove legitimate criticism solely because you disagree with it.

Retaliation against a reviewer is prohibited.

B32. Professional Conduct

You may not engage in:

B33. Incident Reporting

You must promptly notify NxtREP of serious incidents related to a NxtREP-arranged session, including:

Reporting does not make NxtREP responsible for the incident.

B34. Investigations

You agree to reasonably cooperate with NxtREP investigations involving:

NxtREP may preserve or disclose information when permitted or required by law.

B35. Suspension and Termination

NxtREP may restrict, suspend, or terminate Coach access when it reasonably believes:

NxtREP may act immediately where circumstances reasonably require urgent protective action.

B36. No Guarantee of Business

NxtREP does not guarantee:

B37. Coach Indemnification of NxtREP

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE PROTECTED PARTIES FROM CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, JUDGMENTS, PENALTIES, SETTLEMENTS, LIABILITIES, COSTS, AND REASONABLE ATTORNEYS’ FEES ARISING FROM OR RELATING TO:

This section does not require indemnification to the extent applicable law prohibits it.

B38. Limitation of NxtREP Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED PARTIES WILL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

This includes:

To the maximum extent permitted by law, the aggregate liability of the Protected Parties relating to your Coach relationship will not exceed the greater of:

No Protected Party other than Blue Gorilla Ventures LLC shall have any personal, joint, or several liability to you. You agree not to seek to impose personal liability on any Protected Party.

This limitation does not apply to liability that applicable law prohibits from being limited.

B39. Disclaimer of Warranties

The NxtREP Platform is provided “as is” and “as available” to the maximum extent permitted by law.

NxtREP does not guarantee:

42. Entire Agreement

These Terms (including Part B for Coaches), together with the NxtREP Privacy Policy, applicable booking/cancellation policies, the NxtREP Coach Fee Schedule when you are a Coach, payment-provider terms you accept, and any additional terms you affirmatively accept, constitute the entire agreement governing your use of NxtREP and supersede prior oral or written statements on the same subject, except that they do not limit rights that applicable law makes non-waivable.

43. Contact

Blue Gorilla Ventures LLC doing business as NxtREP

Website: nxtrep.io

Legal: legal@nxtrep.io

Support: support@nxtrep.io