K12 Sports Tech MEMBER NETWORK Terms & Conditions (2026)

  1. INTRODUCTION

These K12 Sports Tech Member Network Terms and Conditions (these “Terms”) govern your participation in the K12 Sports Tech Member Network, including the K12 Sports Tech Vendor Directory (the “Directory”), and any consulting, research, engagement, and related services provided by K12 SPORTS TECH LLC, an Illinois limited liability company (“K12”, “Consultant”, “we”, “us”, or “our”), to the entity purchasing a K12 Sports Tech Membership and/or related services (“Member”, “Company”, “you”, or “your”).

By (a) purchasing or renewing a K12 Sports Tech Membership (including Starter, Premium, or Strategic), (b) accessing or using any Member Network benefits, materials, platforms, or programs, or (c) executing a proposal, offer letter, order form, statement of work, or similar document that references these Terms (each, an “SOW”), you acknowledge and agree to be bound by these Terms.

If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and “you” and “your” refer to that entity.

  1. DEFINITIONS

“Membership” means an active K12 Sports Tech Membership tier (Starter, Premium, or Strategic), as described in the then-current membership documentation and/or the applicable SOW.

“Services” means the benefits, deliverables, and services provided to you through Membership and/or any SOW, including (as applicable) Directory listing/profile services, research and insights, athletic director engagement programs, surveys, roundtables, marketing support, sales support services, workshops, pilot support, and other custom programs.

“Directory Listing” or “Profile” means your branded listing/profile page and related content in the Directory, including your company information, logos, images, videos, links, descriptions, and similar marketing materials.

“Content” means any materials, information, data, text, images, logos, trademarks, links, documents, videos, and other content you provide to K12 or upload/post as part of the Services or your Directory Listing.

“AD Think Tank” means K12’s network/community of athletic directors and related K-12 athletics leaders (or a subset thereof) engaged in research, feedback, and related programs.

  1. MEMBERSHIP; MEMBER NETWORK MODEL

Directory Listing Included. K12 no longer sells Directory-only memberships separately. A Directory Listing/Profile is included as a benefit of purchasing and maintaining an active K12 Sports Tech Membership (Starter, Premium, or Strategic), subject to these Terms.

Membership Tiers. K12 currently offers Membership tiers including Starter and Premium, and may offer a Strategic tier by invitation only. Benefits and eligibility requirements vary by tier and may change over time. Your specific benefits, deliverables, and any additional requirements (if applicable) will be described in the then-current membership documentation and/or your applicable SOW.

Not Pay-to-Play; AD-First Approach. K12 does not operate as pay-to-play or pure lead generation. When K12 engages its AD Think Tank, it is designed to be an AD-first process grounded in alignment, listening, and applying feedback (positive and critical), followed by broader education/activation once there is a clear, defensible story and the right internal stakeholders.

No Guarantee. You acknowledge that participation in the Member Network is not a guarantee of engagement, sales, revenue, procurement decisions, partnerships, or return on investment.

Eligibility and Approval. Membership is intended for vendors and organizations offering products or services relevant to K-12 athletics/sports. K12 reserves the right to approve, deny, or revoke Membership, Directory access, or participation in any program at its discretion, for good cause or for no cause.

  1. DIRECTORY LISTING AND PROFILE MAINTENANCE TERMS

4.1 Submission; Review; Publishing

You may submit Content for your Directory Listing/Profile via K12’s onboarding process, forms, or other mechanisms designated by K12. K12 may review submitted Content for completeness, clarity, and compliance with these Terms before publishing. K12 may request clarifications or changes as a condition of publication.

4.2 Accuracy; Updates; Member Responsibilities

You are responsible for ensuring that all information in your Directory Listing/Profile remains accurate, current, and not misleading. You agree to promptly update your Profile upon any material change, including changes to your company name, website, pricing claims, product capabilities, contact information, compliance certifications, or any statement that could reasonably affect a school or district’s understanding of your offering.

K12 may request that you confirm, refresh, or substantiate Profile Content from time to time. If you do not respond within a reasonable time, K12 may (in its discretion) temporarily hide, edit, or remove the applicable Content or Listing until it is updated or verified.

4.3 Content Standards

Profile Content must be accurate, professional, and relevant to K-12 athletics/sports. You may not submit or publish Content that is misleading, false, deceptive, defamatory, infringing, unlawful, discriminatory, harassing, or otherwise inappropriate in the sole opinion of K12. You may not impersonate another entity or misrepresent affiliations, endorsements, certifications, customer relationships, or product capabilities.

You are solely responsible for your Content and for ensuring that your Content complies with all applicable laws and regulations, including marketing, privacy, and intellectual property laws.

4.4 K12 Rights to Edit; Remove; Refuse

K12 reserves the right to refuse, remove, hide, or edit any Directory Listing/Profile or Content that K12 deems unsuitable, inaccurate, incomplete, or inconsistent with the Member Network’s standards. If K12 edits Content, K12 will use reasonable efforts to notify you of material changes.

Repeated or willful violations of these Terms may result in suspension or permanent removal from the Directory and/or termination of Membership.

4.5 Featured Placement; Badges; Claims

Certain tiers, programs, or promotions may include enhanced placement, featured visibility, certification badges, or similar designations. Any such designation is subject to K12’s criteria and brand guidelines and may be modified or revoked at any time in K12’s sole discretion. You may not create or display a K12 badge, logo, or endorsement statement unless K12 has provided it to you and expressly authorized its use in writing.

4.6 Effect of Lapse or Termination

Your Directory Listing/Profile is available only while your Membership is active and in good standing (including payment status and compliance with these Terms). If your Membership lapses, is suspended, or is terminated, K12 may remove, unpublish, or archive your Listing and related Content.

  1. MEMBER CONDUCT; NETWORK INTEGRITY

The Member Network is designed to support a high-trust environment for K-12 athletics leaders and vendors. You agree to participate in good faith and to uphold the “K12 Way”, including listening, learning, and aligning your messaging and approach to the realities of school and district stakeholders.

Respect for AD Think Tank Members. You will not pressure, harass, or disparage AD Think Tank participants. You will not use AD Think Tank participation as a forum for misleading pitches or for collecting information in a way that violates applicable law or ethical standards.

Permitted Outreach and Use of Contact Information. If you receive contact information, introductions, call participation, survey responses, notes, or other data through K12 programs, you will use such information only for the purposes permitted by the applicable program and in compliance with applicable law (including anti-spam and privacy laws). You will not sell or share such information with third parties except as expressly permitted in writing by K12 and/or the applicable participant.

Non-Circumvention. You agree not to circumvent K12’s programs or processes in a way that undermines the Member Network (for example, by using program access to solicit participants outside the scope of the program, or by misrepresenting the nature of your relationship with K12).

  1. CONSULTING AND PROGRAM SERVICES TERMS

This Section 6 applies to any Services provided by Consultant to Company under an SOW, proposal, offer letter, order form, or similar document that references these Terms (collectively, together with these Terms, the “Agreement”).

6.1 Consulting Relationship

During the term of this Agreement, Consultant will provide consulting services to the Company as described in the applicable SOW (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience, and the ability to properly perform the Services.

6.2 Fees

As consideration for the Services to be provided by Consultant and other obligations, the Company shall pay to Consultant the amounts specified in the applicable SOW at the times specified therein.

6.3 Term and Termination

Consultant shall serve as a consultant to the Company for a period commencing on the Effective Date or as set forth in the applicable SOW. Notwithstanding the above, either party may terminate this Agreement at any time upon 30 days’ written notice. In the event of such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination.

6.4 Independent Contractor

Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee.

6.5 Method of Provision of Services

Consultant shall be solely responsible for determining the method, details and means of performing the Services.

6.6 No Authority to Bind Company

Consultant acknowledges and agrees that Consultant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

6.7 Withholding; Indemnification

Consultant shall have full responsibility for applicable withholding and other taxes for all compensation paid to Consultant under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship, or other form of business organization. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant.

6.8 Supervision of Consultant’s Services

All of the services to be performed by Consultant, including but not limited to the Services, will be as agreed between Consultant and the Company. Consultant will be required to report to the Company concerning the Services performed under this Agreement at reasonable intervals. The nature and frequency of these reports will be left to the discretion of the Consultant.

  1. FEES, BILLING, AND PAYMENT TERMS

Membership fees and any program/service fees will be set forth in the applicable SOW, order form, invoice, or other written documentation provided by K12. Unless otherwise stated in writing, fees are billed in advance according to the billing cycle you select (for example, monthly or annually).

Non-Refundable. Payments are non-refundable except where expressly stated in the applicable SOW, required by law, or where K12 terminates your Membership without cause and you have prepaid for a period that will not be performed.

Late Payment; Suspension. Failure to make timely payments may result in suspension or termination of Membership and/or Services, including removal or unpublishing of your Directory Listing.

Pass-Through Costs and Participant Incentives. Certain programs may require pass-through costs, participant honoraria, incentives, travel, venue, or other third-party expenses. Any such costs (if applicable) will be described in the SOW and are the responsibility of the Company. Unless otherwise stated in writing, pass-through amounts are payable in advance and are not refundable once committed or distributed.

Success Fees; Revenue Share (If Applicable). Certain programs may include success-based compensation, such as a revenue share or success fee tied to new business attributed to K12 introductions or program participation. Any such terms (including attribution criteria, reporting requirements, and payment timing) will be set forth in the applicable SOW and are incorporated into this Agreement.

Support of the Member Network. Company acknowledges that K12 may use Membership and program fees to operate and improve the Member Network, including compensating AD Think Tank participants for their time and expertise and covering network operations.

  1. INTELLECTUAL PROPERTY; LICENSES; USE OF MARKS

8.1 Your Content

You retain ownership of your submitted Content. By submitting Content to K12 or publishing Content through the Directory or Services, you grant K12 a non-exclusive, royalty-free, worldwide license to use, reproduce, host, display, distribute, and promote your Content (including your Directory Listing/Profile) within the Directory and in connection with K12’s marketing and Member Network communications.

8.2 K12 Materials and Platform

K12 retains all rights to the Directory platform, structure, branding, trademarks, service marks, website, program materials, templates, processes, and any proprietary materials provided by K12. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

8.3 Use of K12 Name and Trademarks

You may not use K12’s name, logos, trademarks, badges, or other brand assets (collectively, “K12 Marks”) without K12’s prior written consent, except as expressly permitted under your Membership tier or as provided in writing by K12. Any permitted use of K12 Marks must comply with K12’s brand guidelines and may be revoked at any time.

  1. CONFIDENTIAL INFORMATION

9.1 Confidential Information (Company)

Consultant agrees, at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform its obligations hereunder, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information (as defined below) that Consultant obtains or accesses during the term of this Agreement, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Consultant. Consultant further agrees not to make copies of such Confidential Information except as authorized by the Company.

“Confidential Information” means (i) information and physical material not generally known or available outside the Company. Confidential Information includes: (i) company inventions; (ii) product, service ideas or plans, software codes and designs, inventions, laboratory notebooks, formulas, lists of, or information relating to, suppliers and customers, pricing methodologies, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Consultant by the Company, whether in writing, electronically, orally, or by observation.

9.2 AD Think Tank and Member Network Confidential Information

Without limiting Section 9.1, you acknowledge that certain information made available through the Member Network may be confidential and/or sensitive, including AD Think Tank participant identities and contact information, program participation, survey responses, interview notes, call recordings or summaries (if any), and related insights and datasets (collectively, “Network Confidential Information”). You agree to treat Network Confidential Information as confidential, to use it only for the permitted purposes of the applicable program, and not to disclose it to any third party except as expressly permitted in writing by K12 and/or the applicable participant.

9.3 Confidential Information (K12)

Company agrees, at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except as necessary to receive the Services, and not to disclose to any person, firm, corporation or other entity without Consultant’s written authorization in each instance, any non-public information regarding Consultant’s business, programs, processes, templates, datasets, participant networks, and other proprietary materials (collectively, “Consultant Confidential Information”), until such Consultant Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Company.

9.4 Immunity under Defend Trade Secrets Act

Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose the trade secret to its attorney and use the trade secret information in the court proceeding, as long as Consultant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

  1. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Directory and Member Network materials are provided for informational purposes. K12 makes no warranties, express or implied, regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

K12 does not guarantee any specific outcomes from Membership or participation in any program, including (without limitation) introductions, meetings, engagement levels, leads, pipeline, sales, procurement decisions, or return on investment.

To the maximum extent permitted by law, K12 will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to Membership, the Directory, or the Services, even if K12 has been advised of the possibility of such damages.

  1. TERM, RENEWAL, CANCELLATION, AND TERMINATION

11.1 Term; Renewal

Your Membership term and renewal terms will be as set forth in your SOW, invoice, or other written membership documentation. Unless otherwise stated in writing, Memberships may renew automatically at the end of the then-current term.

K12 may provide renewal reminders and options prior to renewal. You may cancel renewal by providing written notice on or before the renewal date (or as otherwise required by the applicable billing terms).

11.2 Cancellation by Member

Memberships may be canceled by notifying K12 in writing. If you are on a monthly billing cycle, cancellation requests should be submitted sufficiently in advance of the next billing cycle to avoid additional charges. If you are on an annual term, payments are generally non-refundable once processed, except as otherwise stated in Section 7.

11.3 Termination for Cause; Suspension

K12 reserves the right to suspend or terminate Membership and/or Services due to non-payment, violation of these Terms, unlawful or unethical conduct, or if K12 determines in good faith that continued participation could harm the Member Network or AD Think Tank community.

11.4 Effect of Termination

Upon termination or expiration of Membership, your right to participate in Member Network benefits ends, and K12 may remove, unpublish, or archive your Directory Listing/Profile and related Content. Sections that by their nature should survive (including confidentiality, intellectual property, payment obligations, and limitation of liability) will survive termination.

  1. MODIFICATIONS TO TERMS

K12 reserves the right to modify these Terms at any time. K12 will use reasonable efforts to notify Members of material changes. Continued participation in the Member Network, continued access to the Directory, or continued receipt of Services after changes become effective constitutes acceptance of the updated Terms.

  1. MISCELLANEOUS
  2. Amendments and Waivers

Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

  1. Sole Agreement

This Agreement, including any applicable SOWs and exhibits or attachments thereto, constitutes the sole agreement of the parties and supersedes all oral or written negotiations and prior writings with respect to the subject matter hereof.

  1. Notices

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered via email, electronically, personally or by courier, overnight delivery service or confirmed facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth in the applicable SOW, invoice, membership registration, or as subsequently modified by written notice.

  1. Choice of Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, without giving effect to the principles of conflict of laws.

  1. Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

  1. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

  1. Advice of Counsel

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

  1. CONTACT

For questions regarding Membership, Directory Listings, or these Terms, please contact your designated K12 representative. Vendor Members may also contact the Vendor Relationship Manager at pete@k12sportstech.com.

Mailing Address (Consultant): K12 SPORTS TECH LLC, 350 Grandview Avenue, Glen Ellyn, IL 60137.