Last Updated: June 29, 2022

Blitz Studios, Inc., and as applicable, its subsidiaries and affiliates (collectively, “Sleeper,” “we”, “our”, or “us”) own and operate the Sleeper mobile application and website, located at www.sleeper.app and www.sleeper.com, through which we offer paid-entry contests of skill (the “Services”). Before accessing or using the Services, please read these Paid-Entry Contests of Skill Terms of Use and any additional terms, rules, guidelines and conditions issued, from time to time, by Sleeper (collectively, the “Terms”) carefully.

These Terms shall be supplemental to, and hereby incorporate by reference, our General Terms of Use (the “GTOU”). These Terms and the GTOU, together with any additional terms, addendums, or documents that may be referenced herein (including, but not limited to, Sleeper’s Privacy Policy), form an agreement between you and us in connection with the Services.

By creating an account or otherwise accessing and using the Services, you agree to be bound by these Terms, our Privacy Policy, and all applicable rules that may be published on the Services by Sleeper. IF YOU DO NOT AGREE TO THIS COLLECTION OF TERMS, THEN DO NOT USE THE SERVICES. Any capitalized terms not defined herein shall be given the meaning ascribed to them in the GTOU.

1 PAID-ENTRY CONTESTS OF SKILL

1.1 Our Services include paid-entry contests of skill that include cash prizes (“Contests”). Contests are games of skill, and are not games of chance. Winners are determined by the individuals who use their skill and knowledge of relevant sports information and fantasy sports rules to draft a team by selecting two (2) or more statistical player projections, incorporating at least one (1) player from multiple teams, and then predicting player performance relative to those respective projections.

1.2 Contest results and prize calculations are based on the final statistics and scoring results at the completion of the last professional sports game of each individual Contest. Once Contest results are reviewed and graded, prizes are awarded.

1.3 We encourage you to read the official rules that govern each of our Contests, as they form and are a part of these Terms.

1.4 Please consult our Responsible Gaming page for information on self-exclusion, limits on play, help with addictive behavior and/or gambling issues, and other related items.

2 ELIGIBILITY

2.1 You represent and warrant that, throughout any period in which you access or participate in the Contests, that you satisfy any eligibility criteria associated with such Contests, which may vary by jurisdiction. Without limitation, you represent and warrant that:

· You are at least eighteen (18) years of age, or, in jurisdictions, territories, and locations where the minimum age for entry into a Contest is greater than eighteen (18), you meet that age requirement (19 in Nebraska; 21 in Massachusetts);

· You are physically located in one (1) of the fifty (50) states (or the District of Columbia) that is not considered an Excluded State. “Excluded States” shall mean: Alabama, Arizona, Colorado, Connecticut, Delaware, Hawaii, Idaho, Iowa, Illinois, Indiana, Louisiana, Maryland, Maine, Michigan, Missouri, Mississippi, Montana, Nevada, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, Washington, and West Virginia;

· You have a Sleeper Wallet (please see our GTOU for Sleeper Wallet guidelines and eligibility criteria);

· You have not accessed, and you do not have access to, any pre-release, confidential, or other information that is not available to all other entrants of the applicable Contest, which would provide you an advantage in such Contest, including but not limited to, any pre-release injury and/or lineup information;

· Your participation in any Contest does not violate any rules or policies of any sport’s governing body, or any other professional body of which you are a member;

· You have not asked to be self-excluded in any jurisdiction from services identical or similar to the Contests;

· You are not listed on any governmental list of prohibited and/or restricted parties;

· You will abide at all times by these Terms and any other agreements between you and Sleeper regarding your use of the Services;

· Any funds you deposit are done so with the sole purpose of using them to properly participate in the Contests; and

· You are not subject to backup withholding tax because: a) you are exempt from backup withholding; b) you have not been notified by the Internal Revenue Service (the “IRS”) that you are subject to backup withholding as a result of a failure to report all interests or dividends; or c) the IRS has notified you that you are no longer subject to backup withholding.

2.2 If you are located in an Excluded State, you are still eligible to open an account and engage in all other services and/or activities offered by Sleeper.

2.3 Professional or amateur athletes, agents, coaches, team owners, team employees, referees, league officials, and the immediate family members of any of the foregoing, are not eligible to participate in, and are prohibited from entering, any Contest in the sport in which they are associated.

3 ADDITIONAL TERMS

3.1 Your deposits and winnings after Contests are finished are held in a separate, segregated bank account (the “Segregated Account”) held by Sleeper Wallet, LLC, a legally separate and independent subsidiary of Blitz Studios, Inc. Withdrawals which will be made from this Segregated Account, and checks issued from the Segregated Account, may bear the name Sleeper Wallet, LLC. Vendors, users, and creditors shall be made aware that the funds in the Segregated Account are the property of Sleeper Wallet, LLC and do not belong to Blitz Studios, Inc., and are not available to creditors of Blitz Studios, Inc., except for users whose funds are held in such account. Blitz Studios, Inc. and Sleeper Wallet, LLC are prohibited from commingling funds held by Blitz Studios, Inc. and funds belong to Sleeper Wallet, LLC held in the Segregated Account.

3.2 We will take appropriate steps to prevent unauthorized withdrawals from consumer accounts. Users are subject to an automated Knowledge Your Customer ("KYC") verification process provided whenever a user attempts to withdraw funds. This process asks a series of multiple choice questions about the person's life, which may include but not be limited to known relatives, previous addresses, and requiring the entrance of the last 4 digits of their Tax ID or Social Security Number. In the event of a dispute as to the identity of a customer, we can and do require our users to produce a copy of their driver's license, credit cards, utility bills and/or passport for identity verification. If a user cannot validate their identity and account, we will not release the funds from the account.

3.3 Users who believe that funds held by or their accounts with us have been misallocated, compromised or otherwise mishandled, or generally would like to register a complaint, may do so with us by e-mailing [email protected]. We shall use our best efforts to respond to such complaints within ten (10) days. If it is determined that the relief requested in the complaint will not be granted, its response will set forth the specific reasons therefore. If more information is required for us to process the complaint, the response will note the form and nature of the necessary additional information needed.

3.4 A player can request to withdraw funds from their account at any time. Requests for withdrawal will be honored by the later of five (5) business days or ten (10) business days of submission of any tax reporting paperwork required by law, unless we believe in good faith that the player engaged in either fraudulent conduct or other conduct that would put us in violation of law. A request for withdrawal will be considered honored if it is processed by us but delayed by a payment processor, credit card issuer, or by the custodian of a financial account. Players can also permanently close their account at any time for any reason through our customer support department.

3.5 Sleeper may limit the amount a user can deposit for use in Contests, including in accordance with state-imposed deposit limits. Sleeper reserves the right to impose an inactive account fee with advance notice through an update to these Terms or other communication to you. Upon request, you agree to complete an affidavit of eligibility, a liability/publicity release (unless prohibited by law), appropriate tax forms and provide forms of identification, and/or information relating to payment/deposit accounts as reasonably requested to complete verification (and prior to any withdrawal). We reserve the right to notify appropriate governmental authorities if we determine, in our sole discretion, that such use may be a violation of law or is otherwise irregular.

3.6 We limit access to the Services in the Excluded States. If you attempt to participate in any Contest in which a prize is awarded while located in an Excluded State, you will be in violation of the law of such Excluded State and these Terms, as well as subject to having your account suspended or terminated. You hereby agree that we cannot be held liable if the laws and/or rules applicable to you result in the restriction or prohibition of your participation in the Contests.

3.7 When you complete the entry process to participate in a Contest, the amount of the entry fee for the applicable Contest that is listed or posted will be debited from your Sleeper Wallet account. For additional information pertaining to Sleeper Wallets, Deposits, and Withdrawals, please visit our Help Center.

3.8 In the event of a disqualification or cancellation, Sleeper reserves the right to issue refunds or exchanges, in our sole discretion, without any restrictions as to the amount, timing, and/or method of delivery. We may provide notification of such disqualifications or cancellations, but are under no obligation to do so. In the event a user is disqualified and unable to participate in a Contest or, the sporting event on which the Contest is based is cancelled, resulting in the Contest being unable to be run, Sleeper may return entry fees and/or any other forms of user payment in our sole discretion. Such refunds, if issued, will be made available to users via their registered accounts. In select cases, in which users submit requests for cancellation regarding their Contest entry fees prior to the start of the respective sporting events, Sleeper may choose to honor such requests, but is under absolutely no obligation to do so. Moreover, we reserve the right to deny any requests to cancel any and all forms of user-submitted payments, including entry fees, without limitation, and completely at our own sole discretion.

3.9 We reserve the right to move you and others from a Contest you have entered into a substantially similar Contest in our sole discretion. We reserve the right to deny you and others the ability to participate in any Contest for any reason and to cancel Contests at any time. In the event of a cancellation, entry fees will be refunded to you except as otherwise provided for in these Terms.

3.10 Prizes will only be awarded if a Contest is won, and results remain subject to final verification. In addition, we reserve the right to make adjustments based on errors or irregularities in the transmission of information to us from our data provider(s) or in our calculation of results. You agree to notify us if you become aware of any errors or irregularities with respect to prize awards on your account and to cooperate with our efforts to reverse payments in the event of any errors.

3.11 We reserve the right to suspend and/or close your account without notice, withhold or revoke the awarding of prizes, and/or invalidate, forfeit, and/or deduct amounts from your account balance if we determine, in our sole discretion, that:

· You engage in conduct that is improper, unfair, fraudulent, or otherwise adverse to the operation of the Services or detrimental to other users or you otherwise are not in compliance with these Terms;

· You do not meet eligibility requirements; you fail to provide requested documentation and/or proof of eligibility and compliance within the requested time period; or you cannot validate your identity and account;

· There is a “chargeback” on one or more deposit(s) or with respect to any unused or abused bonuses or credits that were rewarded;

· You are depositing funds without the main intention of using them in Contests; or

· In furtherance of fraud prevention or anti-money laundering efforts or for other legal purposes, such as (and by example only) if a relevant legal authority challenges the awarding of any prize(s).

3.12 In addition to the prohibited conduct listed in the GTOU, you agree that you shall not engage in any of the following:

· Engage in illegal gambling;

· Falsify any personal information required to create an account, enter a Contest, and/or claim a prize;

· Collude with any other individual(s) or engage in any type of syndicate play;

· Any type of bonus abuse, abuse of our promotions (such as the Give/Get or other programs), and/or abuse of any other offers or promotions;

· Enter any Contest while located in an Excluded State;

· Attempt to influence the play in any sporting event from which athletes are available for selection in Contests; or

· Use our Services in any way that accumulates points or prizes through unauthorized methods such as unauthorized scripts or other automated means, or to cheat or design or assist in cheating.

3.13 Sleeper may suspend, limit, or terminate your account if we determine, in our sole discretion, that you are in violation of these Terms. In such circumstances, we may also report such activity to relevant authorities.

3.14 Where applicable, Sleeper may pay out any withheld or revoked prizes to other entrants in the relevant Contest in a manner consistent with the prize structure of the Contest, as determined by Sleeper in its sole discretion.

3.15 Without limitation to Sleeper’s other rights under these Terms, Sleeper may decline to honor requests to withdraw for a reasonable investigatory period. A request to withdraw will be considered honored if it is processed by Sleeper but delayed by a payment processor or other third-party. If you believe that funds related to your account have been misallocated, compromised, or otherwise mishandled, you may register a complaint by contacting us at the address provided below.

3.16 Each year, all winners who have won six hundred dollars ($600.00) or more over the previous year must provide updated address and social security details to Sleeper so that we can comply with tax regulations. This information will be shared with relevant tax authorities. You, and not Sleeper, are responsible for filing and paying applicable local, state, federal, and international taxes on any winnings. We do not provide tax advice, nor should any statements in these Terms or on the Services be construed as tax advice.

3.17 If you enter or become a winner on the Services, you consent to the use of your name, voice, and likeness/photograph in the development, production, distribution, and/or exploitation of any Contest and/or other portions of the Services. You agree that from the date of notification of your status as a potential winner and continuing until such time when Sleeper informs you that you no longer need to do so, you will make yourself available to Sleeper for publicity, advertising, and promotion activities. You agree that Sleeper may announce any winner's name on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of Sleeper. You further agree that participation in and (where applicable) the winning of a prize in connection with a Contest constitutes complete compensation for your obligations under this paragraph, that you shall not to seek to charge a fee or impose other conditions on the fulfillment of these obligations.

3.18 Sleeper uses third-party data providers to provide sports data for our Contests. All “live” statistics and other information provided through the Services and related information sources are unofficial. While Sleeper and the third-parties use reasonable efforts to include accurate and up-to-date information, Sleeper cannot and does not guarantee the accuracy of the data used. If we correct mistakes during or after the Contest, this may alter your Contest result. In cases where our third-party data providers make corrections to the sports data, Sleeper retains sole and absolute discretion to make corrections or amend the scoring, points, and/or result allocated during a Contest at any time before the winners of that Contest have been paid. No corrections shall be made for a Contest after the winners have been paid.

3.19 Sleeper reserves the right, in its sole discretion, to make the determination whether you are interacting with the Services in a responsible way in accordance with our responsible gaming policies and procedures. We shall permit you to set responsible gaming limits and to self-exclude. Notwithstanding the foregoing, we reserve the right, in our sole discretion, to impose stricter responsible gaming limits than those imposed by you and to exclude you, if we deem it necessary.

3.20 From time to time, Sleeper may institute promotional programs as an incentive to use Sleeper’s Services, including but not limited to entering Contests. Such promotional programs may be governed by their own terms and conditions which will be presented at the time of such promotions.

3.21 Sleeper’s promotional programs may include the delivery of bonuses to users, meant to be used for additional Contest entries, based on certain criteria. Sleeper reserves the right to reclaim said bonuses if users do not use them to enter Contests within sixty (60) days of their initial award and Sleeper may cancel user bonuses in the event the user violates these Terms or any terms and conditions applicable to the specific promotional program.

3.22 You can obtain a copy of your account statement, as it relates to Contests and other information, by e-mailing us at: [email protected].

3.23 WE MAKE NO REPRESENTATION THAT PARTICIPATION IN PAID-ENTRY CONTESTS OF SKILL IS LAWFUL UNDER CERTAIN STATE LAW.

4 CONTACT & COMPLAINTS

4.1 If you have an inquiry regarding these Terms, and/or a complaint, you may contact us as at: 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, Attn: Blitz Studios, Inc. or e-mail us at [email protected].

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