Campus License Agreement

Parties

This Campus License Agreement ("Agreement") is entered into between:

Licensor: Placeholder LLC dba Valkyrie Media Advertising & AI Automation ("NeverApply," "we," "us"), a Nevada limited liability company operating NeverApply.AI, located at 1836 W Carey Ave, North Las Vegas, NV 89032.

Licensee: The institution, university, college, or department identified in the Order Form and signature block of this Agreement ("Institution," "you"). The Licensee may be a university acting on behalf of its entire student body or a specific career services office, workforce development office, or academic department acting within the scope of its institutional authority.

Where the Licensee is a department or office rather than the institution as a whole, the signatory represents and warrants that they have authority to enter into this Agreement on behalf of their department and to bind their institution to the payment and access terms described herein.

What is licensed

NeverApply.AI is a Gmail-integrated AI platform that works on behalf of job seekers. The platform monitors a student's inbox for recruiter emails, generates tailored resume documents on demand, and sends automated, professionally written responses on the student's behalf. The system runs entirely within each student's own Google account. No student data passes through servers operated by NeverApply.

Under this Agreement, the Institution purchases a defined number of student seat licenses ("Seats") for a defined term ("License Term"). Each Seat entitles one enrolled student to full platform access for the duration of the License Term, plus a 90-day post-graduation grace period as described in Section 06.

Student activation and the enrollment portal

Upon execution of this Agreement and receipt of the initial payment, NeverApply will issue the Institution a unique alphanumeric Institution Code ("Code"). The Code corresponds to the Institution's name and serves as the coupon code students enter to activate their licensed Seat.

The Institution is responsible for distributing the Code only to currently enrolled students eligible under this Agreement. Redistribution of the Code to non-enrolled individuals, alumni beyond the 90-day grace window, or third parties is a material breach of this Agreement.

NeverApply reserves the right to verify enrollment status independently and to revoke access for any student whose enrollment cannot be confirmed.

Fees and payment

Licensing is priced on a per-student seat basis. The fee schedule is as follows:

Fees are invoiced per semester (approximately 16 weeks). The Institution may purchase additional Seats mid-term at the rate corresponding to the new total Seat count. Unused Seats do not roll over to subsequent terms and are not refundable.

Payment is due within 30 days of invoice. Accounts more than 15 days past due may have their Institution Code suspended until payment is received. NeverApply will provide written notice before any suspension.

All fees are in U.S. dollars. Purchase orders are accepted. Wire transfer and ACH are available for orders above $5,000.

License term and renewal

The initial License Term begins on the Effective Date identified in the Order Form and runs for one academic semester unless otherwise specified. Terms are typically Fall (August through December) or Spring (January through May).

The License Term does not auto-renew. Renewal requires a new Order Form or written confirmation from the Institution at least 14 days before the start of the subsequent term. NeverApply will send renewal reminders 60 days and 30 days before term end.

Institutions that renew within 30 days of term expiration retain their Institution Code and student activation history. Institutions that do not renew within 30 days of expiration will have their Code deactivated and must request a new Code upon re-enrollment.

90-day post-graduation grace period

Any student who activates a Seat under this Agreement and graduates during the License Term retains full platform access for 90 calendar days following their graduation date at no additional charge to the Institution.

The grace period is the most critical window for new graduates. NeverApply is designed specifically to keep candidates visible and responsive to recruiters during this period, when most institutions lose contact with their graduating class entirely.

After the 90-day grace period expires, a former student may continue using NeverApply as an individual subscriber at the then-current consumer rate. NeverApply will notify the student directly before their grace period ends and present the option to continue independently.

The Institution bears no financial responsibility for any student who chooses to continue as an individual subscriber after the grace period.

Institution obligations

The Institution agrees to:

• Distribute the Institution Code only to currently enrolled students eligible under this Agreement
• Designate a primary contact person responsible for managing the campus license and communicating with NeverApply
• Provide accurate enrollment counts when purchasing Seats
• Notify NeverApply within 5 business days if the Institution Code is compromised or distributed outside of eligible students
• Cooperate with NeverApply on brief outcome surveys at 30 and 90 days into the License Term to support placement analytics
• Comply with all applicable laws, including FERPA, in connection with any student data the Institution manages in relation to this Agreement

The Institution is not required to endorse, recommend, or require student use of NeverApply. Distribution of the Code and communication about the platform to students is at the Institution's discretion.

NeverApply obligations

NeverApply agrees to:

• Provide the Institution Code and campus portal access within 3 business days of executed Agreement and receipt of payment
• Maintain platform availability with a target uptime of 99% during the License Term, excluding scheduled maintenance windows communicated in advance
• Provide the Institution's designated contact with a dashboard showing Seat activation counts, usage metrics, and aggregate placement data (no individual student data is shared)
• Respond to Institution support requests within 1 business day
• Provide students with onboarding materials, setup documentation, and direct support access at support@neverapply.ai
• Notify the Institution of any material changes to the platform that may affect student experience at least 14 days in advance
• Never sell, share, or use student data for advertising or any purpose outside of delivering the service

Data, privacy, and FERPA

NeverApply is architected so that no student personal data, email content, resume content, or recruiter communications pass through or are stored on servers operated by NeverApply. All student data remains in the student's own Google account at all times.

NeverApply does not act as a "school official" under FERPA and does not receive, store, or transmit education records as defined by FERPA. The Institution's obligations under FERPA with respect to student data are not affected by this Agreement.

The only student-identifiable information NeverApply receives is the institutional email address used to verify enrollment at portal login. This information is used solely to confirm Seat eligibility and is not shared with third parties.

NeverApply's full privacy practices are described at neverapply.ai/privacy.html and are incorporated by reference into this Agreement.

Intellectual property

NeverApply.AI, including its platform logic, prompt architecture, system design, and documentation, is the sole intellectual property of Placeholder LLC dba Valkyrie Media Advertising & AI Automation. This Agreement grants the Institution a limited, non-exclusive, non-transferable license to make the platform available to eligible students during the License Term. No ownership rights are transferred.

The Institution may use NeverApply's name and logo in internal communications, career services materials, and student-facing marketing related to this program. Any external press, co-marketing, or public endorsement requires prior written approval from NeverApply.

Student-generated content — including resumes, profile documents, and email responses created through the platform — is the sole property of the student who created it.

Limitation of liability

NeverApply is provided "as is." We make no warranties, express or implied, regarding the platform's fitness for any particular purpose, including guarantees of employment outcomes, interview rates, or offer rates for any student using the platform.

NeverApply's total liability to the Institution under this Agreement, for any cause of action and regardless of the form of the action, is limited to the total fees paid by the Institution in the 90 days preceding the claim.

NeverApply is not liable for Google API outages, Gmail policy changes, student failure to complete onboarding, recruiter non-responses, or any outcome resulting from a student's use or misuse of the platform.

Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, employees, and agents from claims, losses, and liabilities arising from its own breach of this Agreement, its own negligence, or its own violation of applicable law.

The Institution specifically agrees to indemnify NeverApply against any claim arising from the Institution's distribution of the Institution Code to ineligible individuals, misrepresentation of enrollment counts, or violation of FERPA or applicable student privacy laws.

NeverApply specifically agrees to indemnify the Institution against any claim arising from NeverApply's breach of its data protection obligations under Section 09 of this Agreement.

Termination

Either party may terminate this Agreement with 30 days written notice. Upon termination, the Institution Code is deactivated and no new students may activate Seats. Students who have already activated Seats retain access through the end of the current License Term. The 90-day post-graduation grace period survives termination for students who activated before the termination date.

NeverApply may terminate immediately and without notice if the Institution materially breaches this Agreement and fails to cure the breach within 10 business days of written notice, or if the Institution becomes insolvent or ceases operations.

Fees paid prior to termination are non-refundable except where the termination is caused by NeverApply's material breach of its service obligations.

Governing law and disputes

This Agreement is governed by the laws of the State of Nevada, United States, without regard to conflict of law principles. Any dispute arising from this Agreement shall first be submitted to good-faith negotiation between the parties' designated contacts. If the dispute is not resolved within 30 days of written notice, it shall be submitted to binding arbitration in Clark County, Nevada under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys' fees.

Miscellaneous

Entire agreement. This Agreement, together with the Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, and agreements.

Amendments. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

Notices. All notices under this Agreement must be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses identified in this Agreement.

Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

Signatures

By signing below, each party confirms they have read, understood, and agreed to this Campus License Agreement and have authority to bind their respective organization.