Last Updated: July 22, 2022

Promotion Expires: September 30, 2022

1 THE PROMOTION

1.1 Blitz Studio, Inc. and its affiliates’ (collectively, “Sleeper,” “we,” “our,” and/or “us”) Give/Get First Time Deposit Bonus Promotion (the “Promotion”) allows you to receive Rewards (as defined below) for making a first time deposit into your Sleeper Wallet as result of our Give/Get Promotion (the “G/G Promotion”).

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:

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

· “Promo Code” shall mean a unique promotional code received by you and utilized in order to become a Referred Friend.

· “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.

· “Referred Friend(s)” means any person referred to Sleeper via the G/G Promotion who: (a) Utilizes a Promo Code; (b) Makes a first-time deposit into their Sleeper Wallet; and (c) complies with these Terms and our TOU and Privacy Policy, in all respects.

· “RF First Time Deposit Bonus” shall mean the applicable reward that is active at the time you become a Referred Friend. Sleeper may, in its sole discretion, alter, increase, decrease or otherwise change the amount, total, and/or form of the RF First Time Deposit Bonus, without notice.

4 ELIGIBILITY

4.1 Any person (who sets up a Sleeper account) or Player, who is not a Minor, who follows the appropriate steps below, and who complies with these Terms, the TOU, the Privacy Policy, is not located in an Excluded State, and has never made a deposit into their Sleeper Wallet.

5 PROMOTION DETAILS

5.1 After becoming a Referred Friend you shall receive a RF First Time Deposit Bonus. Each Player can only receive a maximum of ONE (1) RF First Time Deposit Bonus. For the avoidance of doubt, any Player who has already made a deposit into their Sleeper Wallet is not eligible for a RF First Time Deposit Bonus.

6 ADDITIONAL TERMS AND CONDITIONS

6.1 The entirety of any RF First Time Deposit Bonus received through this Promotion must be used to enter a Contest or Contests before it can be withdrawn from your Sleeper Wallet.

6.2 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.

6.3 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 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.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

6.8 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.

6.9 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.

6.10 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.

6.11 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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