Organization Services Agreement

Version 2026-10-launch · Effective date: October 23, 2026

1. Parties and acceptance

1.1 This Organization Services Agreement ("Agreement") is between Next Layer AI LLC, a Michigan limited liability company ("Next Layer AI", "we", "us"), and the sports club, academy or other operator identified in the Service as the Organization (the "Organization", "you").

1.2 Acceptance by the Owner. The person who creates the Organization in Next Layer Sports ("NLS"), or who becomes its Owner by ownership transfer, accepts this Agreement for the Organization. They also confirm that they are at least 18 and have authority to bind it.

1.3 Order of documents. This Agreement, any order form or fee schedule we agree with you (the "Order Form"), and the NLS Terms of Service (the "Terms") apply together. For the relationship between Next Layer AI and the Organization, they apply in this order: the Order Form, then this Agreement, then the Terms. Schedule A (Data Processing Addendum) prevails over all of them for data processing, and no Order Form may override it. Each individual who uses NLS, including your staff, is also bound by the Terms.

2. The Service

2.1 We provide the NLS platform: the website, web app and iPhone app that the Organization and families use to manage the following (the "Service"):

• Programs, Groups, Training, Sessions and events;
• rosters, registrations, bookings and attendance;
• payment records;
• notifications and Team Chat.

2.2 We are not your sports provider. You provide your Programs, Training and activities. We do not operate, supervise, staff, coach, insure, inspect or verify the safety of them. We do not screen your staff or volunteers (see the Terms of Service).

2.3 Changes. We may improve and change the Service. We will give you notice before materially reducing core features you rely on. No uptime or service level is offered.

3. Roles and authority

3.1 Owner. The Organization has one Owner, who is responsible for the account. Only the Owner can:

• manage Admins and staff roles;
• change the Organization's name and logo;
• manage billing and the Stripe connection;
• transfer ownership.

3.2 Admins and Coaches. Admins manage Programs, Groups, Training, rosters, family memberships, Coaches, payment records and settings. Coaches see and act on the Groups and Sessions assigned to them. They can send messages in their Groups' Team Chat and record attendance.

3.3 Your responsibility for staff. You decide who gets a staff role and are responsible for what your staff do in NLS. Remove access promptly when someone leaves or should no longer have access.

3.4 Adult staff only. You will give staff roles (Owner, Admin, Coach) only to adults aged 18 or older. You will not invite anyone under 18 as staff, even with a parent's permission.

3.5 Account security. Your staff must keep their credentials secure. Owners and Admins should turn on two-step sign-in.

4. Your responsibilities

You are responsible for:

4.1 Your sports services. Everything about the activities you offer, including their description, price, schedule, eligibility rules, Location, quality and delivery.

4.2 Safety and screening. This includes:

• supervising participants;
• screening, background-checking and training your staff and volunteers as the law and your governing bodies require;
• your safeguarding and abuse-prevention policies;
• emergency procedures;
• any reporting duties you have, including under the federal Safe Sport Authorization Act and state child-abuse reporting laws where they apply to you.

4.3 Waivers and consents. Any waiver, release, assumption-of-risk, medical, photo or other consent form you need, and whether it is valid. NLS does not provide waiver tools, and nothing in NLS acts as a waiver or release for you.

4.4 Insurance. Deciding what insurance you need for your activities. NLS does not provide insurance for your activities. (Insurance requirements may be added in a later version of this Agreement.)

4.5 Lawful authority over participant data. Having lawful authority and any required notices and permissions for the information you enter or manage in NLS, including information about children. When your Owner or Admin adds a Player without a linked Guardian, they confirm in NLS that they are authorized to provide that Player's information. We record that confirmation and rely on it. You are responsible for its accuracy.

4.6 Accurate records and requests. Keeping your records accurate and responding to families' reasonable requests about records you keep, including correction requests we refer to you.

4.7 Refund and cancellation policy. Setting your refund and cancellation policy, making it available to families before they pay, and following it and the law. Your Owner or an Admin enters your policy (up to 2,000 characters) in your Organization settings, and NLS shows it to families before they pay. If you have not entered one, NLS tells families to contact you about your policy before paying.

4.8 Taxes. Determining, collecting, reporting and paying any taxes on your sales, and any information reporting that applies to you. NLS does not calculate or collect taxes for you.

4.9 Lawful use. Complying with laws that apply to your activities and your use of NLS, including consumer protection, privacy, anti-discrimination and youth-sports laws.

4.10 Appropriate data. Entering only the information NLS asks for. You will not use free-text fields or Team Chat to record sensitive information about children unless you have a lawful need and authority. Examples are medical, disciplinary, custody or immigration details.

5. Payments

5.1 Stripe Connect. To take online payments, the Owner connects a Stripe account for the Organization through NLS. Your Stripe account is your own:

• you accept Stripe's terms directly with Stripe;
• you give Stripe your business and banking details directly;
• you have access to your own Stripe Dashboard.

5.2 Direct charges; you are the merchant of record. Family payments are created as direct charges on your Stripe account. You are the seller of your sports services and the merchant of record for those payments. Your business name is shown on the Stripe checkout page and receipts, and appears on families' card statements.

5.3 Platform fee. For each online payment, Next Layer AI charges a platform fee made up of a percentage of the payment plus a fixed amount, as set out in the Order Form. There is no subscription at launch.

• The fee is collected as a Stripe application fee from the payment, and recorded from what Stripe actually took.
• Families do not pay a separate NLS fee.
• Payments you record as received outside NLS (cash, check, complimentary or other) carry no platform fee.

5.4 Fee changes. We may change the platform fee for future payments with at least 30 days' written notice. A change does not affect payments made before it takes effect.

5.5 Refunds and the platform fee. You decide refunds. NLS never issues a refund automatically; when a payment may need a refund, NLS opens a review for your staff. When you refund all or part of a payment through NLS:

• Next Layer AI returns the percentage part of its fee in proportion to the amount refunded.
• Next Layer AI keeps the fixed part.
• A refund of the whole payment returns the whole percentage part.

The fee we return does not change what you refund to the family.

5.6 Stripe costs. Stripe's processing fees are charged to your Stripe account under your agreement with Stripe. Next Layer AI does not pay or reimburse them, including on refunds.

5.7 Chargebacks and disputes. Card disputes and chargebacks on your payments are between you, Stripe and the cardholder, under your Stripe agreement. You bear disputed amounts and Stripe's dispute fees. Next Layer AI keeps its platform fee when you lose a dispute.

5.8 When you cannot take online payments. If your Stripe account is not connected or not active, NLS does not let families complete paid registrations, paid bookings or online payments with you; it tells them to contact you. These still work:

• free sign-ups, waitlists and cancellations;
• your staff's own actions, such as adding registrations and recording offline payments.

5.9 Seat holds and limits. NLS holds a place for a family for a short time while they pay online (currently 30 minutes). It also limits unpaid activity by families to prevent abuse. These limits do not apply to your staff.

5.10 Subscriptions. There is no subscription fee at launch. If we offer subscription plans later, they will be offered under a separate Order Form with any renewal and cancellation terms the law requires.

5.11 Amounts you owe us. At launch, Next Layer AI is paid only through the platform fee collected by Stripe. It does not invoice you separately.

6. Data protection

6.1 Roles. The Organization determines the purposes for which it collects and uses participant information in connection with its sports activities, programs, registrations, rosters, attendance and related operations. To the extent Next Layer AI processes Organization-specific personal information solely to provide the Service on the Organization's behalf, Next Layer AI acts as the Organization's service provider or processor under applicable law.

Next Layer AI independently determines, and is responsible for, processing personal information in connection with NLS-wide accounts, authentication, platform-wide Player and Guardian relationships, security, fraud prevention, moderation, safeguarding, legal compliance and the operation of shared platform features. Each party is responsible for the obligations that apply to its own activities. The parties will cooperate to respond to verified privacy requests, security incidents and other legally required actions.

Where a specific privacy law requires service-provider or processor terms (instructions, processing limits, security, subprocessors, help with rights requests, and handling at termination), the Data Processing Addendum in Schedule A applies.

6.2 Our use of club data. We use the information in your Organization only to:

• provide, secure and support the Service;
• enforce the Terms and this Agreement;
• protect safety, especially children's;
• prevent abuse;
• comply with law.

We do not sell it, use it for advertising, or use it to train artificial intelligence models.

6.3 Our service providers. We use service providers to run the Service, including for database and authentication, hosting, email, payments, bot protection and push notifications. They are listed in the Privacy Policy. We are responsible for their performance of our obligations under this Agreement.

6.4 Security. We maintain reasonable administrative, technical and physical safeguards for information in the Service. These include role-based access controls, encryption in transit, and logged and restricted access for our moderators.

6.5 Security incidents. If Next Layer AI determines there are reasonable grounds to believe a security incident has compromised your Organization's personal information, it will notify the Owner without undue delay, targeting no later than 48 hours after that determination. The first notice may be preliminary, with updates as facts are confirmed. This target does not replace any faster or different notice the law requires.

• Next Layer AI leads notices to individuals and regulators for records it independently controls.
• The Organization leads notices for its club-controlled records where legally appropriate, with Next Layer AI's help.
• Either party may send a notice directly where the law requires it.
• Notification costs are generally borne by the party whose breach of its obligations caused the incident.

6.6 Requests from individuals. If a family or staff member asks us about records you keep, we may refer the request to you or ask for your help. You will respond within the time the law requires. If someone asks you about information we hold independently, refer them to us.

6.7 Records you must keep. You decide how long you need your records for your own legal obligations. NLS keeps payment and participation records as described in the Privacy Policy.

7. Confidentiality

7.1 Each party will protect the other's non-public business information that it receives through the Service or this Agreement ("Confidential Information"). It will do so with reasonable care, use it only for this Agreement, and disclose it only to people who need it and are bound by similar duties.

7.2 This does not cover information that:

• is public through no fault of the receiving party;
• the receiving party already had or independently developed;
• the receiving party lawfully received from someone else.

7.3 A party may disclose Confidential Information when the law requires, including to NCMEC or law enforcement. It will give the other party notice where lawful and safe.

8. Content

8.1 Your Content. You keep ownership of your logo, name, descriptions, images and other content you submit ("Organization Content").

8.2 License. You give Next Layer AI a non-exclusive, royalty-free license, for the term of this Agreement and as needed afterwards under §11. The license lets us host, copy, display, transmit and format Organization Content to provide the Service, including:

• on your public club page;
• in NLS search and browsing features;
• in shared links.

8.3 Your warranty. You confirm that you own or have permission to use the logos, names, images and descriptions you upload. You also confirm that they do not infringe anyone's rights or break the law.

8.4 Takedowns. We may remove Organization Content in response to a valid copyright notice, or where it breaks the Terms, as described in the Terms and Copyright Policy.

9. Team Chat, moderation and child safety

9.1 Your moderation role. Your Owner and Admins can:

• review reports routed to your Organization;
• hide and restore messages;
• suspend Guardians' and Coaches' posting in your Organization.

You will use these tools reasonably and promptly and in line with the Terms.

9.2 Our role. These reports go to our platform moderators:

• reports about child safety and threats or violence;
• reports about your Owner or Admins;
• reports a reporter sends only to Next Layer Sports.

We may hide messages, suspend any member (including your Owner and Admins), ban accounts, place legal holds and report to authorities. When we hide a message, your moderators see that it was hidden by Next Layer Sports, but not why.

9.3 Cooperation. You will cooperate with our reasonable requests about reports, safety concerns and law-enforcement matters. If you learn of a safety concern involving the Service, especially one involving a child, you will tell us promptly at hello@nextlayerai.com.

9.4 Your own obligations. Our moderation and reporting do not replace any reporting or safeguarding obligation you have under law or your governing bodies' rules.

9.5 Confidential safety matters. Sometimes we may not be able to tell you about a platform investigation, a law-enforcement request, or the reasons for a platform action. This applies where telling you would put someone at risk, hinder an investigation or break the law.

10. Term, suspension and termination

10.1 Term. This Agreement starts when it is accepted and continues until terminated.

10.2 Termination by you. You may terminate at any time by asking us in writing at hello@nextlayerai.com. Organizations cannot delete themselves in the Service, because their payment and participation records must be kept.

10.3 Termination by us. We may terminate this Agreement:

• for convenience, with 30 days' written notice; or
• after an uncured breach, if you materially breach this Agreement or the Terms and do not cure the breach within 10 days after written notice; or immediately, without a cure period, where a cure is not possible or a person's safety is at risk.

10.4 Suspension. We may suspend all or part of your access if we reasonably believe there is a risk to safety, a security risk, fraud, illegal activity or a material breach. We will tell you, and restore access when the issue is resolved, unless this Agreement has ended.

11. Offboarding

11.1 Before closing. Before your Organization is closed, you should settle outstanding registrations, bookings and refunds, and tell families.

11.2 Export. If you ask within 30 days after termination, we will provide an export of your Organization's records in a commonly used format. The export covers only your Organization's own records, such as its rosters, registrations, bookings, attendance and payment records, and the Guardian contact details it holds for those registrations. It excludes other clubs' records and information NLS holds for its own purposes. You must protect the exported information and use it only for lawful club purposes. We prepare the export manually.

11.3 What happens to your Organization. When the Agreement ends:

• your public club page is taken down;
• staff access ends;
• new registrations and payments stop;
• Team Chats are archived, and their messages are deleted 12 months later unless a legal hold applies;
• payment, refund and participation records are kept for the periods in the Privacy Policy, then deleted or de-identified.

11.4 Your Stripe account. Your Stripe account remains yours. Disconnecting it from NLS does not close it or cancel payments already made.

11.5 Families' accounts. Guardians keep their own NLS accounts and the children they added.

12. Warranties and disclaimers

12.1 Mutual. Each party confirms that it has authority to enter into this Agreement.

12.2 Yours. You confirm that:

• the information you give us about your Organization is accurate;
• your activities comply with law;
• §§3.4, 4.5 and 8.3 are true.

12.3 Ours. We will provide the Service with reasonable skill and care and substantially as described in our documentation. Except as stated in this Agreement, and to the extent the law allows, the Service is provided "as is" and "as available". We disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement.

13. Indemnity

13.1 By you. You will defend and indemnify Next Layer AI, and its members, officers, employees and agents, against third-party claims, and resulting losses, damages, fines and reasonable legal fees, arising from:

• your sports services and activities, including injuries, accidents, abuse or misconduct at or connected with them;
• the conduct of your staff and volunteers;
• your Organization Content;
• your breach of this Agreement or the Terms, or of law;
• inaccurate authority confirmations about Players or participant data;
• your refund, cancellation and tax obligations;
• disputes with families about your services or charges.

This indemnity does not apply to the extent a claim is caused by Next Layer AI's own conduct, including a security failure of the NLS platform.

13.2 By us. Next Layer AI will defend and indemnify you against third-party claims that the NLS platform, as we provide it, infringes a United States copyright or trademark or misappropriates a trade secret. It will also defend and indemnify you against third-party claims to the extent caused by Next Layer AI's breach of §6.4 (security) or §7 (confidentiality). This indemnity does not cover claims caused by your Content, your modifications or your breach, and it is subject to the enhanced cap in §14.3.

13.3 Process. The party seeking indemnity must notify the other promptly, let it control the defense and settlement, and cooperate reasonably. No settlement may admit fault or impose obligations on the indemnified party without its consent.

14. Limitation of liability

14.1 Indirect damages. Neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or goodwill, arising out of or relating to this Agreement.

14.2 General cap. Except as stated in §§14.3 and 14.4, each party's total liability arising out of or relating to this Agreement is limited to the greater of (a) $5,000 and (b) the platform fees paid or payable by the Organization to Next Layer AI in the 12 months before the claim.

14.3 Enhanced cap. Next Layer AI's total liability for breach of §6.4 (security) or §7 (confidentiality), and for its indemnity under §13.2, is limited to the greater of (a) $10,000 and (b) twice the general cap in §14.2. An order form may set higher caps for a particular Organization.

14.4 Outside the limits. The limits in §§14.1 to 14.3 do not apply to:

• your payment obligations;
• your indemnity under §13.1 for your sports services, injuries, abuse or misconduct, to the extent the law permits;
• fraud, gross negligence or willful misconduct;
• liability that cannot be limited by law.

15. Disputes and governing law

15.1 Informal resolution. Before starting a claim, a party will notify the other in writing, and both will try in good faith to resolve it for 30 days. This does not prevent urgent injunctive relief or action needed to meet a legal deadline.

15.2 Governing law. This Agreement is governed by Michigan law, without regard to conflict-of-laws rules.

15.3 Venue. Each party consents to the exclusive jurisdiction of the state courts in Macomb County, Michigan, and, where federal subject-matter jurisdiction exists, the United States District Court for the Eastern District of Michigan. This Agreement does not include a jury-trial or class-action waiver.

15.4 No arbitration. This Agreement does not require arbitration.

16. General

16.1 Entire agreement and amendments. This Agreement, the Order Form and the Terms are the entire agreement between the parties about the Service.

• We may update this Agreement by giving the Owner at least 30 days' notice.
• Material changes require the Owner's acceptance in the Service before staff can continue to take actions. An Owner who does not accept may terminate under §10.2.
• Any other amendment, including any change to the commercial terms of an Order Form, must be in writing and accepted by both parties.

16.2 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets, with notice. An ownership transfer of the Organization in NLS does not change the contracting party, which remains the Organization.

16.3 Notices. We send notices to the Owner's email address in the Service. You send notices to hello@nextlayerai.com, with a copy by mail to Next Layer AI LLC, 56647 Via Toscana, Macomb, MI 48042.

16.4 Electronic acceptance and communications. The parties agree to conduct this transaction electronically, and that electronic acceptance and notices are effective.

16.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

16.6 Severability; no waiver. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver.

16.7 Survival. These sections survive termination: 5.5 to 5.7 (for payments made before termination), 6, 7, 11, 13, 14, 15 and 16.

16.8 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship, and neither party may bind the other.

16.9 No third-party beneficiaries. This Agreement does not give rights to anyone else, including families.

17. Contact

Next Layer AI LLC · 56647 Via Toscana, Macomb, MI 48042 · Email: hello@nextlayerai.com

Schedule A — Data Processing Addendum

A.1 Scope. This Schedule applies when Next Layer AI processes Organization-specific personal information solely to provide the Service on the Organization's behalf, as described in §6.1 ("Club Data"). It does not apply to processing that Next Layer AI performs independently under §6.1, such as NLS-wide accounts, platform-wide Player and Guardian relationships, security, moderation, safeguarding and legal compliance. For Club Data, this Schedule prevails over the rest of the Agreement if they conflict.

A.2 Instructions. Next Layer AI processes Club Data only to provide the Service under this Agreement and the Organization's documented instructions, which are this Agreement and the Organization's configuration and use of the Service. Next Layer AI will not:

• sell Club Data, or share it for cross-context behavioral advertising;
• retain, use or disclose Club Data for any purpose other than providing the Service, or outside its direct business relationship with the Organization, except as the law allows;
• combine Club Data with personal information it receives from others, except as the law allows or as needed for the platform-wide functions described in §6.1.

Next Layer AI will tell the Organization if it believes an instruction breaks the law, or if it can no longer meet its obligations under this Schedule.

A.3 Personnel. Everyone at Next Layer AI who can access Club Data is bound by confidentiality duties and accesses it only as needed.

A.4 Security. Next Layer AI protects Club Data with the measures in §6.4, including role-based access controls, encryption in transit and logged, restricted moderator access.

A.5 Subprocessors. The Organization authorizes Next Layer AI's subprocessors listed in the Privacy Policy. Next Layer AI:

• binds each subprocessor to data-protection obligations at least as protective as this Schedule;
• remains responsible for its subprocessors' performance;
• gives the Owner at least 30 days' notice by email before a new subprocessor processes Club Data, or notice as soon as possible when an urgent security replacement is needed.

If the Organization reasonably objects to a new subprocessor, the parties will discuss it in good faith; if they cannot resolve it, the Organization may terminate under §10.2.

A.6 Assistance. Taking into account the nature of the processing, Next Layer AI will reasonably help the Organization:

• respond to verified requests from individuals about Club Data;
• complete any data protection assessment the law requires of the Organization;
• meet its security-incident obligations under §6.5.

A.7 End of processing. When the Agreement ends, Next Layer AI provides the export described in §11.2, then deletes or de-identifies Club Data, except where:

• the law requires it to be kept;
• a legal hold applies; or
• Next Layer AI keeps specific records for its own defined purposes under §6.1: NLS-wide accounts, platform-wide Player and Guardian records shared with families or other clubs, payment records it must keep for accounting and disputes, and safety and legal-preservation records. Keeping a copy does not by itself make a record Next Layer AI's own; any other Club Data kept for a legal reason stays subject to this Schedule.

A.8 Demonstrating compliance. On reasonable written request, no more than once a year, Next Layer AI provides the information reasonably needed to show it complies with this Schedule, such as answers to a security questionnaire. This does not limit an audit that the law requires, or a reasonable audit where there is a substantiated, material compliance concern, subject to reasonable confidentiality and security conditions.

A.9 Certification. Next Layer AI certifies that it understands the restrictions in this Schedule and will comply with them.