IntrActvMrktg, LLC DBA TapNPay+ — A Pennsylvania Limited Liability Company
Effective upon clickwrap execution at registration
| Company | TapNPay+, a registered trade name (DBA) of IntrActvMrktg, LLC, a Pennsylvania limited liability company. www.tapnpayplus.com | support@tapnpayplus.com |
| Athlete | As identified in the registration profile completed at time of agreement execution. |
| Effective | The date and time Athlete completes the TapNPay+ NIL registration clickwrap. |
WHEREAS TapNPay+, a registered trade name (DBA) of IntrActvMrktg, LLC, a Pennsylvania limited liability company (hereinafter ‘TapNPay+’ or ‘Company’), operates a consumer cash back membership rewards platform selling membership tiers to the public, enabling members to earn cash back on Digital Gift Card purchases from major retailers.
WHEREAS TapNPay+ operates a NIL Athlete program through which enrolled college student-athletes are listed in a fan-facing membership dropdown, allowing fans who purchase TapNPay+ memberships to affirmatively select and support a specific athlete of their choosing.
WHEREAS an Athlete’s visibility in the fan dropdown and eligibility for compensation is conditioned upon Athlete maintaining a minimum of one (1) documented Share Activation per rolling 30-day period, ensuring every compensated Athlete is an actively promoting Athlete.
WHEREAS Athlete is a currently enrolled college student-athlete with name, image, and likeness rights that have value for consumer product promotion.
WHEREAS the parties desire to define the terms of Athlete’s participation in the TapNPay+ NIL program.
NOW THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
1.1 ‘TapNPay+ Platform’ means the consumer cash back membership rewards application, website, and services operated by IntrActvMrktg, LLC at www.tapnpayplus.com.
1.2 ‘Membership’ means a TapNPay+ consumer membership purchased at any available tier, currently ranging from $30 to $1,000, granting the purchaser access to cash back rewards on Digital Gift Card purchases.
1.3 ‘Athlete Dropdown’ means the fan-facing selection list displayed at the time of TapNPay+ membership purchase, showing all currently Active NIL Athletes listed as: Last Name, First Name — School Name. Fans select one athlete from this list to attribute their membership to that athlete and support them directly.
1.4 ‘Fan Attribution’ means the act of a fan affirmatively selecting Athlete’s name from the Athlete Dropdown at the time of a membership purchase, resulting in that membership being credited to Athlete for compensation purposes.
1.5 ‘Share Activation’ means a single documented promotional act performed by Athlete using the TapNPay+ in-app Share button, distributing the Pre-Loaded Share Message to Athlete’s chosen audience, platform, or recipients. Every Share Activation is automatically date- and time-stamped and permanently logged to Athlete’s account at the moment of execution.
1.6 ‘Pre-Loaded Share Message’ means the co-branded promotional message written and controlled exclusively by TapNPay+, distributed via the in-app Share button. The Pre-Loaded Share Message contains TapNPay+ promotional content, Athlete’s program identification, and all required promotional disclosures as determined by TapNPay+. The content of the Pre-Loaded Share Message may not be altered, edited, modified, or supplemented by Athlete in any way.
1.7 ‘Additional Promotional Content’ means any content about TapNPay+ created and distributed by Athlete independently of the Pre-Loaded Share Message and at Athlete’s sole discretion, including social media posts, photos, videos, stories, reels, live streams, direct messages, or appearances at TapNPay+-sponsored promotional events.
1.8 ‘Promotional Event’ means an optional TapNPay+-organized or TapNPay+-affiliated event, campaign, activation, or appearance opportunity made available to enrolled NIL Athletes from time to time.
1.9 ‘Digital Gift Card’ or ‘DGC’ means a digital gift card purchased by a TapNPay+ member through the Platform from participating retailers, on which the member earns cash back rewards.
1.10 ‘Membership Activation Commission’ means compensation equal to seventy percent (70%) of the purchase price of each Membership where a fan selects Athlete’s name from the Athlete Dropdown at time of purchase.
1.11 ‘DGC Cash Back Performance Royalty’ means ongoing compensation equal to ten percent (10%) of the overall cash back earned by Athlete’s attributed members on DGC purchases made through the TapNPay+ Platform.
1.12 ‘Active Status’ means the status assigned to Athlete upon completing at least one (1) Share Activation within the current 30-day rolling window. An Active Athlete is visible in the Athlete Dropdown and fully eligible to receive Fan Attributions and compensation.
1.13 ‘Paused Status’ means the status automatically assigned to Athlete when Athlete has completed zero (0) Share Activations in the current 30-day rolling window. A Paused Athlete is not visible in the Athlete Dropdown and is not eligible to receive Fan Attributions or compensation during the pause period. One Share Activation immediately restores Active Status.
1.14 ‘Pending Status’ means the status assigned to a newly registered Athlete who has not yet completed their first Share Activation. A Pending Athlete is not visible in the Athlete Dropdown.
1.15 ‘30-Day Rolling Window’ means the continuous 30-day period measured backward from any given date, used to evaluate Athlete’s share activity for status determination. The window rolls daily — it is not a fixed calendar month.
1.16 ‘NIL’ means Athlete’s Name, Image, and Likeness rights as recognized under applicable NCAA rules, state law, and institutional policy.
1.17 ‘Governing Body’ means the athletic governing organization identified by Athlete at registration: NCAA Division I, NCAA Division II, NCAA Division III, NAIA, or NJCAA.
2.1 Grant. Athlete grants TapNPay+ a limited, non-exclusive, royalty-free license to display Athlete’s name (Last Name, First Name) and school name in the Athlete Dropdown and TapNPay+ NIL program materials, solely for the purpose of enabling fan membership attribution as described in this Agreement.
2.2 Scope of Use. TapNPay+’s use of Athlete’s NIL is limited to: (a) display of Athlete’s name and school in the Athlete Dropdown; (b) display of Athlete’s profile within the TapNPay+ NIL program; and (c) co-branded content distributed through the Pre-Loaded Share Message as initiated by Athlete.
2.3 No School Marks. TapNPay+ shall not use any school name, logo, trademark, mascot, colors, or other institutional intellectual property without separate written authorization from the applicable institution. School name displayed in the Athlete Dropdown is used solely for athlete identification and does not constitute an endorsement by or institutional affiliation with TapNPay+.
2.4 No Performance Association. Nothing in this Agreement associates Athlete’s compensation with athletic performance, game participation, statistics, team outcomes, or school enrollment.
2.5 Athlete Control. Athlete retains full control over their personal social media accounts and channels. TapNPay+ has no authority to post on Athlete’s behalf, access Athlete’s accounts, or require Athlete to create content other than Share Activations as described herein.
Athlete’s primary promotional obligation under this Agreement is to perform Share Activations using the TapNPay+ in-app Share button. Each Share Activation:
Share Activations are the foundation of Athlete’s promotional activity record. The timestamp log of every Share Activation serves as Athlete’s evidence of promotional performance under this Agreement.
Athlete must complete a minimum of one (1) Share Activation within every rolling 30-day period to maintain Active Status. The activity standard is as follows:
| Status | Share Activity (30 days) | Dropdown Visibility | Compensation |
|---|---|---|---|
| PENDING | 0 — newly registered | Not visible | Not eligible |
| ACTIVE | 1 or more shares | Visible | Fully eligible |
| PAUSED | 0 shares in 30-day window | Not visible | Not eligible |
The 30-Day Rolling Window is evaluated continuously on a rolling daily basis, not on fixed calendar months. TapNPay+ will notify Athlete by email when their share count in the rolling window drops to zero, triggering auto-pause. One Share Activation immediately restores Active Status.
The Pre-Loaded Share Message is written, controlled, and updated exclusively by TapNPay+. Athlete acknowledges and agrees:
In addition to Share Activations, Athlete may create and distribute Additional Promotional Content promoting TapNPay+ entirely at Athlete’s own discretion and initiative. This includes:
Additional Promotional Content is entirely voluntary. Athlete’s compensation and Active Status are not conditioned on creating Additional Promotional Content. Any Additional Promotional Content created by Athlete must comply with the content standards in Section 6.
TapNPay+ may from time to time make available optional Promotional Events in which enrolled NIL Athletes may participate. These may include:
Participation in Promotional Events is entirely voluntary unless separately agreed to in a written addendum signed by both parties. TapNPay+ will communicate available events to enrolled Athletes with reasonable advance notice and will specify any additional compensation associated with participation at the time of the invitation.
Athlete shall earn a Membership Activation Commission equal to seventy percent (70%) of the purchase price of each Membership where a fan selects Athlete’s name from the Athlete Dropdown at time of purchase, provided Athlete is in Active Status at the time of the Fan Attribution. Commission is applied to the net membership purchase price at the time of activation.
Membership Commission Examples
$30 membership activated by fan = $21.00 earned by Athlete
$100 membership activated by fan = $70.00 earned by Athlete
$250 membership activated by fan = $175.00 earned by Athlete
$500 membership activated by fan = $350.00 earned by Athlete
$1,000 membership activated by fan = $700.00 earned by Athlete
No commission is earned on Fan Attributions that occur while Athlete is in Paused or Pending Status. Fan Attributions made during a pause period are not retroactively credited upon reactivation.
Athlete shall earn a DGC Cash Back Performance Royalty equal to ten percent (10%) of the overall cash back earned by Athlete’s attributed members on Digital Gift Card purchases made through the TapNPay+ Platform. This royalty:
Athlete’s compensation under this Agreement is tied exclusively to Athlete’s documented promotional activity and the fan membership support that activity generates. No portion of Athlete’s compensation is contingent upon, associated with, or determined by athletic performance, playing time, statistics, team results, or any athletic outcome.
Athlete in Paused or Pending Status is not visible in the Athlete Dropdown and does not accumulate Membership Activation Commissions or DGC Cash Back Performance Royalties during the pause period. One Share Activation immediately restores Active Status and earnings eligibility on a prospective basis.
If Athlete loses athletic eligibility for any reason, TapNPay+ shall suspend NIL-classified compensation immediately upon notice. Accrued and unpaid compensation earned prior to the date of ineligibility shall be paid per Section 4.5. Athlete agrees to notify TapNPay+ immediately upon any change in eligibility or enrollment status.
Athlete is solely responsible for ensuring this Agreement and Athlete’s participation in the TapNPay+ NIL program complies with:
TapNPay+ does not represent or warrant that this Agreement complies with any specific institution’s NIL policy. Athlete is strongly encouraged to consult their institution’s athletic compliance office before beginning any promotional activity.
If Athlete is an NCAA Division I student-athlete, Athlete is required by NCAA rules to submit this Agreement to the NCAA NIL Go portal (nil.ncaa.org) within five (5) business days of the effective date of this Agreement. Athlete acknowledges:
If Athlete is enrolled in an NCAA Division II, Division III, NAIA, or NJCAA program, Athlete agrees to notify their institution’s athletic compliance office of this Agreement before beginning promotional activity. TapNPay+ will provide an institutional notification email template upon registration for this purpose.
Athlete’s compensation is not contingent upon continued enrollment at any specific institution. If Athlete transfers, compensation rights under this Agreement are unaffected provided Athlete remains an enrolled college student-athlete in good standing with their Governing Body. Athlete must notify their new institution’s compliance office of this existing NIL agreement.
If Athlete enters the transfer portal or transfers to a new institution, Athlete agrees to notify TapNPay+ at support@tapnpayplus.com within 10 business days and to notify their new institution’s compliance office of this existing Agreement.
Athlete shall not use any school name beyond their own institutional affiliation, logo, trademark, mascot, colors, or other institutional intellectual property in connection with any promotional activity under this Agreement without prior written authorization from the applicable institution. Unauthorized use of school intellectual property in promotional content is solely Athlete’s responsibility and is not authorized or indemnified by TapNPay+.
When Athlete performs a Share Activation using the TapNPay+ in-app Share button, the Pre-Loaded Share Message as distributed contains all promotional disclosures required by TapNPay+. Athlete’s use of the unmodified Pre-Loaded Share Message constitutes full compliance with Athlete’s disclosure obligation for that Share Activation. Athlete may not alter the Pre-Loaded Share Message in any way.
All Additional Promotional Content created by Athlete about TapNPay+ must include a clear and conspicuous disclosure of Athlete’s compensated promotional relationship with TapNPay+. Acceptable disclosure formats include:
Disclosure must appear in a location where it is clearly visible before a viewer engages with the promotional content. Placement at the end of a long caption, buried in hashtags, or only in comments does not satisfy this requirement.
All statements made by Athlete in Additional Promotional Content about TapNPay+, its products, or its membership benefits must be truthful, accurate, and consistent with information provided by TapNPay+. Athlete may not:
Athlete shall not create Additional Promotional Content that:
TapNPay+ reserves the right to request removal of any Additional Promotional Content that violates Section 6.2, 6.3, or 6.4, or that TapNPay+ determines in its reasonable discretion is harmful to its brand, reputation, or legal standing. Athlete agrees to remove non-compliant content within 48 hours of written notice from TapNPay+. Failure to remove non-compliant content within 48 hours constitutes a material breach of this Agreement.
When participating in optional Promotional Events as described in Section 3.5, Athlete agrees to conduct themselves professionally, represent TapNPay+ in a positive manner, and comply with any event-specific conduct guidelines provided by TapNPay+ in advance of the event.
7.1 Term. This Agreement is effective upon completion of the registration clickwrap and remains in effect until terminated by either party per this Section or until Athlete’s athletic eligibility expires, whichever occurs first.
7.2 Termination by Either Party. Either party may terminate this Agreement at any time with thirty (30) days written notice. Athlete’s notice to: support@tapnpayplus.com. TapNPay+’s notice to: Athlete’s registered email address.
TapNPay+ may terminate this Agreement immediately and without notice if Athlete:
7.4 Effect of Termination. Upon termination: (a) Athlete’s profile is removed from the Athlete Dropdown; (b) all accrued and unpaid compensation earned prior to the termination date is paid per Section 4.5; (c) DGC Cash Back Performance Royalty ceases to accrue on the termination date; (d) Athlete’s obligations under Sections 5 and 6 survive with respect to content created prior to termination.
7.5 Automatic Expiration. This Agreement automatically expires upon the earlier of: (a) Athlete’s graduation from their institution; (b) Athlete’s exhaustion of athletic eligibility; or (c) Athlete’s withdrawal from enrollment. Upon expiration, TapNPay+ may offer Athlete a standard affiliate or referral agreement to continue their relationship with TapNPay+ in a non-NIL capacity.
9.1 Athlete Indemnification. Athlete agrees to indemnify, defend, and hold harmless TapNPay+, IntrActvMrktg, LLC, and their officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from: (a) Athlete’s breach of this Agreement; (b) any Additional Promotional Content created by Athlete; (c) Athlete’s failure to comply with their Governing Body’s NIL rules or institutional policy; (d) Athlete’s false or misleading statements in connection with TapNPay+ promotion; or (e) Athlete’s misrepresentation of eligibility status at registration.
9.2 TapNPay+ Limitation of Liability. TapNPay+ shall not be liable for any loss of athletic eligibility arising from Athlete’s failure to timely report this Agreement to their Governing Body, institution, or NIL Go. Athlete assumes all risk associated with compliance obligations under Section 5. TapNPay+’s total liability under this Agreement shall not exceed the total compensation paid to Athlete in the 90 days prior to the claim.
9.3 No Consequential Damages. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of this Agreement, regardless of whether such damages were foreseeable.
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to Athlete’s participation in the TapNPay+ NIL program and supersedes all prior discussions, representations, or agreements on this subject.
10.2 Amendments. This Agreement may not be amended except by written agreement signed by both parties, provided that TapNPay+ may update the Pre-Loaded Share Message content and activity requirement standards with 14 days written notice to Athlete.
10.3 Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.
10.4 Dispute Resolution. Any dispute arising under this Agreement shall first be submitted to good faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association in Pennsylvania.
10.5 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.
10.6 Independent Contractor. Athlete is an independent contractor, not an employee, agent, or partner of TapNPay+. Athlete is solely responsible for all taxes on compensation received under this Agreement.
10.7 No Exclusivity. Nothing in this Agreement prevents Athlete from entering into NIL agreements with other brands, provided those agreements do not conflict with Athlete’s obligations herein and Athlete complies with all Governing Body rules regarding multiple NIL deals.
10.8 Electronic Execution. Execution of this Agreement by clickwrap at the TapNPay+ registration page constitutes a valid and binding electronic signature under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). The clickwrap log — including timestamp, IP address, device fingerprint, and individual checkbox confirmations — constitutes the executed record of this Agreement.
10.9 Notices. All legal notices under this Agreement shall be delivered in writing to: compliance@tapnpayplus.com (for TapNPay+) and to Athlete’s registered email address (for Athlete). Notice is deemed received upon confirmed email delivery.
Auto-populated at registration
| Athlete Name | [First Name] [Last Name] |
| Profile ID | [System-generated ID] |
| School | [School from registration] |
| Governing Body | [Governing body selection] |
| Version | v4.0 |
| Timestamp | [UTC timestamp of clickwrap] |
| IP Address | [Logged at execution] |
| Device | [Logged at execution] |
By completing the TapNPay+ NIL registration clickwrap, Athlete confirms they have read, understood, and agreed to all terms of this NIL Athlete Agreement.