IMPORTANT — READ BEFORE USE: Rah-AI: Vantage provides statistical profile analysis for internal planning purposes only. All outputs — including profile tier scores, projected NIL value ranges, Roster Budget figures, and any exported reports — are NOT certifications of Fair Market Value, do NOT constitute legal or compliance advice, and are NOT intended for submission to NIL Go, Deloitte, the College Sports Commission (CSC), or any regulatory clearinghouse or arbitration proceeding. Use of platform outputs as valuation evidence in any legal, regulatory, or arbitration context is expressly prohibited.
⚠ Attorney Review Note: This document has been prepared for pre-deployment review and is subject to revision by qualified legal counsel before execution with any Institution. Dispute resolution, indemnification, and data processing provisions should be reviewed by counsel familiar with NCAA compliance, FERPA, SOPIPA, and Massachusetts commercial law.
As used in these Terms, the following terms have the meanings set forth below:
By accessing or using the Platform, the Institution and each Authorized User agree to be bound by these Terms of Service ("Terms"). The individual accepting these Terms on behalf of an Institution represents and warrants that they have the authority to bind the Institution. If you do not agree to these Terms, you may not access or use the Platform.
These Terms govern the Institution's and all Authorized Users' use of all features, data outputs, exported documents, and services provided through the Platform. In the event of a conflict between these Terms and any separate written subscription agreement executed by Epicentra and the Institution, the terms of the executed subscription agreement shall control.
The Platform is designed and licensed exclusively as an internal decision-support tool for college athletic departments, coaching staff, and authorized institutional personnel. It is not intended for, and must not be used as, a consumer-facing product, a player-facing advisory service, a NIL agent or collective platform, or a fair market value certification service.
PLATFORM OUTPUTS ARE NOT FAIR MARKET VALUE CERTIFICATIONS. Rah-AI: Vantage does not certify, verify, or guarantee the fair market value of any student-athlete's name, image, or likeness rights. All projected NIL value ranges, tier scores, and profile evaluations are algorithmic estimates based on publicly available statistical data and are provided for internal planning purposes only.
Outputs must not be presented to student-athletes, agents, advisors, or legal representatives as valuations, nor submitted to NIL Go, the College Sports Commission, Deloitte, or any other regulatory body, clearinghouse, or arbitration panel as evidence of fair market value.
Nothing on the Platform constitutes legal advice, compliance advice, or a legal opinion under applicable NCAA bylaws, CSC regulations, state law, or federal law. Institutions should consult qualified legal counsel for all compliance determinations.
All player profile data used by the Platform is sourced exclusively from publicly available sources. Epicentra does not receive, process, or store student education records as defined under the Family Educational Rights and Privacy Act (FERPA) from subscribing institutions. Institutions must not upload, submit, or transmit FERPA-protected student records to the Platform.
The Platform is architecturally designed to evaluate anonymous statistical profiles rather than named individuals. The Platform's comparable player database consists exclusively of NBA players with exhausted collegiate eligibility. This design is intentional and material to the Platform's NCAA compliance positioning as described in Section 7.
The Institution is the contracting party under these Terms and is responsible for all use of the Platform by its Authorized Users. The Institution shall ensure that all Authorized Users have read and agreed to these Terms prior to accessing the Platform.
The Institution may designate Authorized Users including coaching staff, athletic directors, NIL directors, compliance officers, and other institutional personnel with a legitimate need to access the Platform for internal planning purposes. The Institution may not designate as Authorized Users any: boosters, donors, collectives, agents, advisors, attorneys, or any individual with a financial interest in a student-athlete's NIL arrangements.
The Institution is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. The Institution must notify Epicentra immediately at support@epicentra-llc.com of any unauthorized access or breach of account security.
The Institution is liable for any use of the Platform by its Authorized Users that violates these Terms, including any prohibited use of Output Documents. Epicentra may terminate the Institution's access immediately upon discovery of material violations by any Authorized User.
Subscriptions are offered on an annual basis. The Subscription Term begins on the effective date specified in the Institution's subscription agreement and renews automatically for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Subscription fees are invoiced annually in advance as set forth in the Institution's subscription agreement. All fees are non-refundable except as expressly stated in the subscription agreement or required by applicable law. Epicentra reserves the right to modify subscription fees upon thirty (30) days' written notice prior to any renewal term.
The Institution may terminate its subscription by providing written notice to support@epicentra-llc.com at least thirty (30) days prior to the end of the then-current Subscription Term. Termination does not entitle the Institution to a refund of prepaid subscription fees.
Epicentra may terminate or suspend the Institution's access immediately upon written notice if: (a) the Institution materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; (b) the Institution uses Output Documents in violation of Section 6; (c) the Institution becomes insolvent or makes an assignment for the benefit of creditors; or (d) continued provision of the Platform would, in Epicentra's reasonable judgment, expose Epicentra to legal, regulatory, or reputational harm.
Upon expiration or termination of the Subscription Term: (a) the Institution's and all Authorized Users' access to the Platform will be revoked; (b) Epicentra will retain User Data for up to ninety (90) days following termination, during which the Institution may request a data export; (c) following the ninety (90) day period, User Data will be permanently deleted from Epicentra's production systems; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including Sections 6, 8, 10, 11, 12, 13, and 16.
All Output Documents are licensed to the subscribing Institution for internal use only. Output Documents may be shared internally among Authorized Users solely for internal roster planning, transfer portal evaluation, and revenue sharing budget analysis.
THE FOLLOWING USES OF PLATFORM OUTPUTS AND EXPORTED DOCUMENTS ARE STRICTLY PROHIBITED:
All exported Output Documents include the following notice, which must not be removed, obscured, cropped, or modified: "FOR INTERNAL PLANNING USE ONLY — NOT AN FMV CERTIFICATION — NOT FOR SUBMISSION TO NIL GO OR ANY REGULATORY BODY. Generated by Rah-AI: Vantage / Epicentra LLC." Removal or modification of this notice constitutes a material breach of these Terms.
The Platform logs all Output Document generation events, including username, institution, profile evaluated, timestamp, and output parameters. These logs are retained by Epicentra for not less than three (3) years and may be used to investigate violations of these Terms.
NCAA Bylaw 13.14.3.1 restricts institutions from contracting with third-party scouting services that evaluate prospects. The Platform is architecturally designed to evaluate anonymous statistical profiles of players with exhausted collegiate eligibility (NBA-level comparable players), not current prospects or recruits. Epicentra believes this architecture places the Platform outside the definition of a scouting service under Bylaw 13.14.3.1. However, this characterization is Epicentra's interpretation only and does not constitute legal advice. Each Institution is solely responsible for determining whether its use of the Platform complies with applicable NCAA bylaws, conference rules, and CSC regulations, and should consult its compliance office and legal counsel prior to use.
The Platform does not identify, contact, or communicate with prospective student-athletes. All evaluations require institutional staff interpretation and decision-making. The Platform is not a recruiting service and does not perform functions that institutional staff are prohibited from performing directly.
The Platform's Roster Budget feature is designed for internal revenue sharing allocation planning under the House v. NCAA settlement framework. Roster Budget figures are planning tools only. They do not constitute binding financial commitments, compliance certifications, or determinations under the settlement's revenue sharing framework. Institutions must independently verify all compensation arrangements with qualified legal counsel.
Each Institution is solely responsible for its compliance with all applicable NCAA bylaws, conference regulations, CSC rules, and state and federal law in connection with its use of the Platform. Epicentra makes no representation that use of the Platform ensures compliance with any applicable rule or regulation.
The Platform does not receive education records from subscribing Institutions and is not a "school official" as defined under FERPA. Institutions must not transmit, upload, or otherwise provide FERPA-protected student records to the Platform. Epicentra is not responsible for any FERPA compliance obligations arising from an Institution's unauthorized transmission of student education records.
Subscribing Institutions in California, New York, and other states with student data privacy laws acknowledge that the Platform is designed to operate using only publicly available data. Epicentra does not collect student personal information as defined under the California Student Online Personal Information Protection Act (SOPIPA) or New York Education Law § 2-d. Institutions that require a Data Processing Addendum (DPA) for applicable state law compliance may request one at support@epicentra-llc.com.
Institutions subject to GDPR, CCPA, SOPIPA, or other applicable data protection law may request a Data Processing Addendum prior to activating their subscription. The DPA governs Epicentra's role as data processor, specifies permitted data uses, confirms U.S.-based data storage, and addresses applicable sub-processor disclosures.
Platform outputs must not be used in any manner that violates a student-athlete's rights under applicable law, including privacy rights, anti-discrimination protections, and rights arising under the House v. NCAA settlement framework.
Epicentra's collection and use of information in connection with the Platform is described in the Privacy Policy, incorporated herein by reference.
Epicentra implements the following technical and organizational security measures for the Platform:
Epicentra is not currently SOC 2 Type II certified. Institutions with enterprise security requirements are encouraged to contact support@epicentra-llc.com to discuss Epicentra's security posture and roadmap. Epicentra will cooperate reasonably with Institution security assessments, including completion of the HECVAT (Higher Education Community Vendor Assessment Toolkit) upon request.
The Platform, including all software, algorithms, machine learning models, scoring methodologies, feature engineering, weighting logic, FMV estimation frameworks, and underlying code, is the exclusive property of Epicentra LLC. All rights are reserved. No use of the Platform grants the Institution or any Authorized User any ownership interest, license to reproduce, reverse engineer, decompile, or derive competitive products from the Platform's methodologies or outputs.
Output Documents generated by the Platform are licensed — not sold — to the subscribing Institution for internal planning use subject to the restrictions in Section 6. Epicentra retains all ownership of the underlying methodology, scoring logic, and model outputs reflected in all Output Documents.
The Institution retains ownership of User Data it creates within the Platform, including roster configurations, watchlists, and scouting notes. The Institution grants Epicentra a limited, non-exclusive license to process User Data solely as necessary to provide the Platform's services. Epicentra will not use User Data to train AI models for sale to third parties or share User Data with other institutions.
"Rah-AI," "Rah-AI: Vantage," and "Epicentra" are brand names of Epicentra LLC. Unauthorized use of these names in connection with competing products, services, or misleading representations is prohibited.
THE PLATFORM AND ALL OUTPUT DOCUMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EPICENTRA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
EPICENTRA DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY EVALUATION OUTPUT, TIER SCORE, OR NIL VALUE ESTIMATE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (C) THE PLATFORM WILL MEET THE INSTITUTION'S REQUIREMENTS; OR (D) ANY DEFECTS WILL BE CORRECTED. THE INSTITUTION ASSUMES ALL RISK ARISING FROM ITS USE OF PLATFORM OUTPUTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EPICENTRA LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO:
EPICENTRA'S TOTAL CUMULATIVE LIABILITY TO ANY INSTITUTION UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THAT INSTITUTION IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain types of damages. In such jurisdictions, Epicentra's liability is limited to the maximum extent permitted by law.
The Institution agrees to indemnify, defend, and hold harmless Epicentra LLC and its members, officers, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising from or related to: (a) the Institution's or any Authorized User's use of the Platform in violation of these Terms; (b) the Institution's submission of Platform outputs to any regulatory body, clearinghouse, or arbitration panel; (c) any claim by a student-athlete, agent, or third party arising from the Institution's use of Output Documents; (d) the Institution's violation of any applicable law, NCAA bylaw, or CSC regulation; or (e) the Institution's unauthorized transmission of FERPA-protected or other protected student records to the Platform.
Epicentra agrees to indemnify and hold harmless the Institution from any third-party claim that the Platform, as provided by Epicentra and used in accordance with these Terms, infringes any U.S. patent, copyright, or trademark. Epicentra's indemnification obligation does not apply to claims arising from: (i) modifications to the Platform not made by Epicentra; (ii) use of the Platform in combination with third-party products or services; or (iii) use of the Platform in violation of these Terms.
Epicentra agrees to maintain, during the Subscription Term, the following insurance coverage at minimum:
Epicentra will provide certificates of insurance upon written request. Insurance coverage limits will be reviewed and, if appropriate, increased as the Platform scales to additional institutions. [Note for attorney review: Confirm coverage amounts are appropriate for the Institution's vendor requirements and adjust as needed.]
Epicentra reserves the right to modify these Terms at any time. For Institutions with active subscriptions, Epicentra will provide at least thirty (30) days' written notice of material changes before they take effect. Continued use of the Platform following the effective date of modifications constitutes acceptance of the updated Terms. If an Institution does not agree to material modifications, it may terminate its subscription pursuant to Section 5.3 prior to the effective date of the modifications.
These Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any Output Documents — including questions of arbitrability — shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Boston, Massachusetts. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
[Attorney review note: This arbitration clause may be subject to negotiation with institutional procurement offices. Some universities require court jurisdiction as a matter of policy. Consider whether to include a carve-out for injunctive relief in aid of arbitration.]
Notwithstanding Section 16.2, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Suffolk County, Massachusetts, to prevent irreparable harm pending arbitration, including to prevent unauthorized use of the Platform or misuse of Output Documents.
All disputes must be brought in the parties' individual capacities and not as a plaintiff or class member in any class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding.
These Terms, together with any executed subscription agreement and Data Processing Addendum, constitute the entire agreement between the Institution and Epicentra with respect to the Platform and supersede all prior and contemporaneous agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.
If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.
Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, government action, internet or telecommunications failures, or cyberattacks. The affected party shall provide prompt written notice and use reasonable efforts to resume performance as soon as practicable.
The Institution may not assign or transfer these Terms or any rights or obligations hereunder without Epicentra's prior written consent. Epicentra may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms.
All legal notices under these Terms must be in writing and delivered to Epicentra at support@epicentra-llc.com. Notices to the Institution will be sent to the email address on file in the Institution's account.
These Terms do not create any third-party beneficiary rights in any student-athlete, agent, collective, conference, or other person or entity not a party to these Terms.
For all inquiries including legal, privacy, and general questions, contact Epicentra LLC at support@epicentra-llc.com.