Last Updated: May 23, 2022

Promotion Expires: July 31, 2022

1 THE PROMOTION

1.1 Blitz Studio, Inc. and its affiliates’ (collectively, “Sleeper,” “we,” “our,” and/or “us”) Give/Get Promotion (the “Promotion”) allows you to receive rewards for people that you refer to play Over/Under on Sleeper.

1.2 These terms and conditions (the “Terms” and/or “Agreement”) apply to and govern your participation in the Promotion, including how you can market and promote the Promotion. Additionally, these Terms are governed by (as applicable) our Terms of Use (the “TOU”) and Privacy Policy (the “Privacy Policy”), which you have previously agreed to when registering an account with us. In the TOU you have agreed to, among other things, provisions regarding intellectual property, warranty disclaimers, limitation of liability, and the requirement for disputes related to your use of our free-to-play games, paid contests of skill, and other fantasy sports-related products services found on our mobile application and/or website (collectively, the “Services”) by non-class arbitration.

2 ACCEPTANCE AND MODIFICATIONS TO THE TERMS OF THE PROMOTION

2.1 Every time you (“you” and/or “your”) participate in the Promotion, you agree to be bound by these Terms. A new binding agreement between you and us is created each time you refer a friend, or otherwise participate in the Promotion. As such, you should read these Terms carefully each time you participate in the Promotion.

2.2 We reserve the right to modify, update, cancel, or in any way alter the Promotion, these Terms or any part thereof, at any time, without notice to you. You agree to be bound by such amended Terms in place each time you participate in the Promotion. Please check regularly and review any updates to the Terms.

2.3 You hereby confirm that you have read the Agreement, had ample opportunity to consult with your own legal advisors, and agree to all of the terms and conditions herein. You agree that your participation in the Promotion is in no way, shape, or form reliant on any representation, guarantee, and/or statement other than as set forth in this Agreement.

3 PROMOTION DEFINITIONS

3.1 The definitions found in the TOU and Privacy Policy are hereby incorporated by reference. Additionally, the following definitions apply to this Agreement:

· “Committed Action” means any pre-determined action that needs to be fulfilled by a Referred Friend that is specific to the terms of a promotion that Sleeper is currently promoting. As an example only, a Committed Action may require a first-time deposit into a Sleeper Wallet at a specific dollar amount, or some other similar action, such as entering a free contest.

· “Minor” shall mean any individual under eighteen (18) years of age; provided, however, that Minor shall mean: (a) any individual under nineteen (19) years of age who is a legal resident of Alabama or Nebraska, or (b) any individual under twenty-one (21) years of age who is a legal resident of Massachusetts.

· “Player(s)” shall mean any person using any part of the Services.

· “Promo Code” shall mean a unique promotional code provided to you by Sleeper, that people you refer to the Services must utilize in order to become a Referred Friend.

· “Referred Friend(s)” means any person you refer to Sleeper via the Promotion that meets the following criteria: the person (a) participates in the Promotion utilizing your Promo Code; (b) Completes a Committed Action (as defined below) - (Please note in order to complete a Committed Action a person must be physically located in a state in which Sleeper operates Contests at the time they make their first deposit); and (c) complies with these Terms and our TOU and Privacy Policy, in all respects.

· “Reward” shall mean the applicable reward that is active at the time that your Referred Friend completes their initial Committed Action. Sleeper may, in its sole discretion, alter, increase, decrease or otherwise change the amount, total, and/or form of the Reward.

4 ELIGIBILITY

4.1 All registered Players, who are not a Minor, who have an active account, are in good standing, comply with these Terms, the TOU, the Privacy Policy, and are not located in an Excluded State.

5 PROMOTION DETAILS

5.1 You shall receive the Reward only if you send a Promo Code and the person sent the Promo Code completes a Committed Action. We are not obligated to provide Rewards for Referred Players manually. Your unique Promo Code may be found within your account profile page, as well as other locations as updated and/or modified from time-to-time by us. A Promo Code tracks the invitations you send, as well as the performance status of any Referred Friend(s). Please note - you must have made a deposit into your own Sleeper Wallet in order for a Promo Code to become available.

5.2 Sleeper shall endeavor to make Rewards available within a reasonable time after a Committed Action is completed, but you understand and agree that it may take up to THIRTY (30) days or longer to receive your Reward(s). You shall only be eligible for one (1) total Reward per Referred Friend. You shall not receive a Reward if your Referred Friend has already made a deposit into their Sleeper Wallet.

5.3 You shall not be eligible to receive a Reward unless you have previously made at least one (1) deposit into your Sleeper Wallet.

6 ADDITIONAL TERMS AND CONDITIONS

6.1 For purposes of Rewards, you shall be limited to a maximum of TWENTY (20) total Referred Friends (the “Maximum”). Sleeper may, in its sole discretion, agree to waive (temporarily or otherwise) the Maximum for certain individuals.

6.2 The entirety of any Reward received through this Promotion must be used to enter a Contest or Contests before it can be withdrawn from your Sleeper Wallet.

6.3 By agreeing to participate in the Promotion, you agree to share data regarding your level of activity on our platform, as well as between you and any Referred Friend, for any and all purposes allowable under applicable law.

6.4 Your Referred Friend’s e-mail addresses will be used for this Promotion and will not be used for any other marketing solicitations or sold to third parties. If, and when, your friend becomes a Referred Friend they will then be subject to the Privacy Policy.

6.5 We reserve the right to refuse service to any potential Player and to close the account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

6.6 If, in our sole discretion, we suspect any fraud and/or violation of these Terms, the TOU, and/or the Privacy Policy, we may delay payment of the Reward(s) to you for up to one hundred eighty (180) days while we investigate and verify relevant information. We are not obligated to pay Reward(s) to you should you and/or your Referred Friend(s), in our sole discretion, commit fraud and/or otherwise violate these Terms, the TOU, and/or the Privacy Policy.

6.7 You shall comply with all applicable laws, and any policy noticed by us, in relation to money laundering and/or the proceeds of a crime.

6.8 All taxes due in connection with any payments to you are your sole liability. You are solely responsible for paying all federal and other taxes in accordance with the laws that apply in your city, state, province, and/or country of residence. It is the policy of this Promotion, and in compliance with the United States Internal Revenue Service regulations, that we may send you an IRS Form 1099-MISC or other appropriate form to any affiliate who earns Rewards greater than $600.00 (USD) in any given calendar year. Depending on the jurisdiction in which you reside, we may also send you a W-9 and/or additional tax forms, which are required to receive Rewards. We reserve the right to withhold (from your existing account balance) any amount required to be withheld by law or until requested information and forms are received.

6.9 You are solely responsible and liable for the content and manner of your referral marketing activities. All such marketing activities must be professional, proper, and lawful under applicable rules, regulations, and laws, including any laws in relation to the content and nature of any advertising or marketing (including but not limited to the Endorsement and Testimonial Guidelines published by the United States Federal Trade Commission (the “FTC Guidelines”)), and otherwise comply with the terms of this Agreement. For the avoidance of doubt, and without limiting your other legal and regulatory compliance obligations pursuant to this Agreement, you shall include a disclosure statement (as required by the FTC Guidelines as well as any other disclosures that may be provided by us) within all pages, blogs, posts, or social media posts where Promo Codes for the Promotion are posted. This disclosure statement should be clear, conspicuous, and concise, stating that you may be compensated for referring potential Referred Friends to us.

You shall not yourself, not shall you authorize, assist, or encourage any third party to:

· Offer directly or indirectly to any player, person, or entity any consideration, reward, rebates, incentives, discounts, or any other benefit for using a Promo Code to access the Services with the intent of returning a portion of the players Contest fees paid. Offering such reward schemes are strictly prohibited and will be considered a breach of this Agreement;

· Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to use by any other person;

· In any way alter, modify, redirect, interfere, suppress, or substitute the operation of any button, link, or other interactive feature of Sleeper and/or the Services;

· Take any action that could reasonably cause any end-user confusion as to our relationship with your or any third party, or as to the ownership or operation of the Services;

· Register as a Player or make deposits to any account (directly or indirectly) through your Promo Code for your own personal use and/or the use of your relatives, friends, employees, agents, or advisors, or otherwise attempt to artificially increase the Rewards payable to you, or in any other way attempt to defraud Sleeper;

· Promote Sleeper and/or Contests as illegal gambling, adult content, and/or a warez/hacker site;

· Promote Sleeper and/or Contests on platforms, websites, and/or the like that are related to, offer, and/or promote illegal gambling, adult content, and/or warez/hacker services or goods;

· Promote Sleeper and/or Contests to Minors or any individual enrolled in a college or university either directly or indirectly via distribution methods or media that could reasonably be considered to target Minors (as applicable);

· Implement any technique or technology that posts or serves any advertisements or promotional content around or in conjunction with the displayer of our website (e.g. “framing” or pop-up windows);

· Use any form of unsolicited commercial e-mail (SPAM);

· Violate the terms of service of, or abusing, social media websites such as Facebook, Twitter, Instagram, Craigslist, SnapChat, and/or any and all other similar sites/applications in connection with your marketing activities (for purposes hereof, “abusing” shall include but not be limited to spamming, sending any unsolicited mass mailing or instant messaging, and/or using social media websites for commercial purposes);

· Seek to purchase or register (or purchase or register) any keywords, search terms, and/or other identifiers that include the word “Sleeper,” “Squads,” and/or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;

· Promote Sleeper and/or Contests in a profane, obscene or unlawful manner;

· Promote Sleeper and/or Contests in any manner that could be construed as damaging to the reputation and/or goodwill of Sleeper; and/or

· Promote any Committed Action or incentivize referrals without explicit written permission from Sleeper.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Rewards otherwise payable to you under this Agreement and/or terminate this Agreement with you.

6.10 There is no relationship of exclusivity, partnership, joint venture, employment, agency, or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the marking of any representation or warranty, assumption of any obligation or liability, and/or exercise of any right or power), except as expressly provided in this Agreement.

6.11 You may not under any circumstances sublicense, assign (by operation of law or otherwise) or otherwise transfer this Agreement or any license or any right, duty, or obligation hereunder without our prior written consent. Any attempt to do so shall be null and void. Subject to the foregoing limitations, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.

6.12 A failure or delay by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. Any waiver by either party of any right hereunder shall not constitute a waiver of such right in the future. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties’ intent in entering this Agreement.

6.13 Neither party will be deemed in default of any obligation hereunder nor be liable for any failure or delay in performance which results directly or indirectly from any cause beyond its reasonable control, including without limitation, “Acts of God,” delays or failures in the Internet or related carries and third-party equipment, acts of civil or military authority, strikes, fire, theft, delays by suppliers, pandemic/endemic, and/or action or inaction by any other third party.

6.14 This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to principles of conflicts of laws. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. Sleeper and you hereby irrevocably waive, to the fullest extent permitted by law, any right either may have to a trial by jury in any legal proceeding directly or indirectly arising out of out of relating to this Agreement.

6.15 These Terms, together with the TOU and Privacy Policy, constitute the entire agreement between you and us and cannot be modified by you at any time, and supersedes all prior agreements and understandings, whether written or oral, relating to the subject of this Agreement. To the extent this Agreement conflicts or is inconsistent with the TOU or Privacy Policy, the TOU and Privacy Policy shall control.

WE RESERVE THE RIGHT TO CHANGE, CANCEL, AND/OR IN ANY WAY MODIFY THE PROMOTION AND/OR THESE TERMS WITHOUT PRIOR WRITTEN NOTICE. ALL ACTIVITY IS GOVERNED BY THE APPLICABLE TOU AND PRIVACY POLICY CONDITIONS.

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