Effective Date: April 1, 2025

Welcome to SmackTok Holdings, LLC (“SmackTok,” “we,” “us,” “our,” or “Company”), a California limited liability company. These Terms of Service (“Terms”) govern your access to and use of our website, SmackTok.com (“Site”), our mobile application available on iOS and Android (“App”), and the skill-based fantasy sports contests and related services offered through them (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, available at https://www.smacktok.com/privacy-policy. If you do not agree to these Terms, do not use the Services.

1. Eligibility

To participate in the Services, you must meet the requirements outlined in the legal opinion provided to SmackTok, dated September 30, 2024:

• Be at least 18 years old, or the age of majority in your jurisdiction if higher, as verified during account creation.

• Reside in a jurisdiction where skill-based fantasy sports contests are permitted (see Section 2).

• Create only one account and provide accurate, truthful information, including real name, date of birth, and identification details.

• Not be a professional or amateur athlete, sports agent, referee, or anyone whose participation could influence the outcome of a real-world sporting event used in our contests.

We reserve the right to verify your identity, age, and location using Paydala’s Know Your Customer (KYC) services and to suspend or terminate your account if you fail to meet these requirements.

2. Geographic Restrictions

As outlined in the legal opinion, the Services are offered only in jurisdictions where skill-based fantasy sports contests are legally permissible, including California, District of Columbia, Georgia, Illinois, Indiana, Minnesota, Nebraska, New Mexico, North Carolina, North Dakota, Oklahoma, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont, and Wisconsin. We utilize advanced geolocation technology provided by Paydala to ensure compliance with local laws and regulations, preventing access from prohibited jurisdictions. You are responsible for ensuring your use of the Services complies with applicable laws. Attempting to access the Services from restricted jurisdictions may result in account suspension or termination.

3. Account Creation and Responsibilities

To participate in paid fantasy sports contests, you must create an account by providing the following, as required by the legal opinion:

• Real name, date of birth, email address, mailing address, and phone number.

• Driver’s license number and partial social security number for age and identity verification via Paydala.

• A unique username and secure password.

You agree to:

• Maintain the confidentiality of your account credentials and notify us immediately of any unauthorized use.

• Provide accurate, current, and complete information and update it as needed.

• Use only one account; creating multiple accounts may result in suspension or termination.

SmackTok is not responsible for losses due to unauthorized account access resulting from your failure to secure your credentials.

4. Fantasy Sports Contests

4.1 Contest Description

As described in the legal opinion, SmackTok offers skill-based, pick’em-style fantasy sports contests where participants draft a roster of 2 to 6 athletes from at least two different real-world teams across sports including football, basketball, baseball, hockey, soccer, golf, and mixed martial arts. Participants predict whether each athlete will exceed or not exceed a specific statistical threshold (e.g., points, yards, goals) in a real-world sporting event. Winning outcomes reflect participants’ knowledge and skill in analyzing athlete performance and statistical data, not the outcome of a single game or an individual athlete’s performance. Rosters cannot include the same athlete for multiple predictions within a single entry (e.g., selecting Josh Allen for both rushing and passing yards).

4.2 Contest Formats and Payouts

Per the legal opinion, SmackTok offers contests with rosters of 2 to 6 athletes in two formats:

• Flex: Available for 3 to 6 athlete rosters, offering payouts even if one or two predictions are incorrect, depending on roster size. Example payouts include:

  • 6-player: 6/6 correct pays 28x entry fee; 5/6 pays 2.25x; 4/6 pays 0.4x.

  • 5-player: 5/5 pays 10.5x; 4/5 pays 2.25x; 3/5 pays 0.4x.

  • 4-player: 4/4 pays 6x; 3/4 pays 1.5x.

  • 3-player: 3/3 pays 2.25x; 2/3 pays 1.25x.

• Prime: Available for 2 to 6 athlete rosters, requiring all predictions to be correct. Example payouts include:

  • 6/6 pays 41x entry fee; 5/5 pays 21x; 4/4 pays 11x; 3/3 pays 6x; 2/2 pays 3.5x.

Payouts are fixed, established, and disclosed to participants prior to contest entry, as required by the legal opinion and the Unlawful Internet Gambling Enforcement Act (UIGEA). The number of participants does not affect prize amounts. Entry fees vary by contest, and participants are informed of fees and potential payouts before confirming entry. Losing entries forfeit the entry fee. Prizes are distributed as soon as reasonably practicable after contest conclusion, based on objective scoring criteria.

4.3 Contest Rules and Transparency

All contest rules, roster requirements, scoring, and deadlines are clearly disclosed on the Site and App, in accordance with the legal opinion’s emphasis on transparency. Participants select athletes using an open draft system, where all have equal opportunity to choose players without random draft order or salary caps, enhancing the skill-based nature of the contests. You may not select athletes from a single real-world team, and outcomes are determined by accumulated statistical results across multiple events.

4.4 Cancellation and Refunds for Glitched Lines

SmackTok reserves the right to cancel any contest entry and issue a full refund of the entry fee if we detect a glitched or erroneous statistical line (e.g., an incorrect projection or data error) before the relevant real-world sporting event begins. Such cancellations are at our sole discretion to ensure fairness and integrity. Refunds will be processed promptly to your account via Paydala. We may also cancel, modify, or suspend contests due to technical errors, fraud, or other issues, with refunds issued as appropriate.

5. Payments and Withdrawals

SmackTok uses Paydala for payment processing, KYC, Anti-Money Laundering (AML), banking, and geofencing services, as noted in the legal opinion. To participate in paid contests, you must provide valid payment information through Paydala. You agree:

• To pay all applicable entry fees, which comply with state regulations where applicable.

• That payments are processed by Paydala, subject to their terms and privacy policy (https://www.paydala.com/privacy-policy).

• To comply with Paydala’s verification requirements for KYC and AML compliance.

Withdrawals of winnings are subject to verification and may be delayed for security, compliance, or regulatory reasons. SmackTok is not responsible for fees charged by Paydala or your financial institution. Refunds are issued only for canceled contests (e.g., due to glitched lines) or as required by law.

6. Compliance with Federal and State Laws

The Services are designed to comply with federal laws, including the Interstate Wire Act, Travel Act, Illegal Gambling Business Act, UIGEA, and Interstate Transportation of Wagering Paraphernalia Act, as analyzed in the legal opinion. The contests meet UIGEA’s fantasy sports exemption by ensuring:

• No roster is based on a single real-world team’s membership.

• Prizes are fixed and disclosed in advance, independent of participant numbers or fees.

• Outcomes reflect participants’ skill and are determined by accumulated statistical results of multiple athletes across multiple events.

• No outcome is based on a single team’s score, point spread, or an individual athlete’s single-event performance.

In eligible states, we operate under the “predominant factor” test, where skill, not chance, primarily determines outcomes, as supported by the legal opinion. In Indiana and Vermont, SmackTok complies with state fantasy sports regulations, including licensing or registration requirements.

7. Intellectual Property

All content on the Services, including text, graphics, logos, software, and designs, is owned by or licensed to SmackTok and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our prior written consent, except for personal, non-commercial use as permitted by law.

8. User Conduct

You agree not to:

• Use the Services for illegal purposes or in violation of these Terms or applicable laws.

• Engage in fraudulent activities, such as manipulating contest outcomes, colluding, or using automated tools (e.g., bots).

• Attempt to hack, disrupt, or interfere with the Services’ operation or security.

• Post or transmit harmful, offensive, defamatory, or unlawful content.

• Impersonate others or provide false information during registration or verification.

Violations may result in account suspension or termination, forfeiture of winnings, and potential legal action.

9. Public Activities

The Services may include public features (e.g., Discord chat, forums) for user interaction. Content you post in these areas is public and not protected by our Privacy Policy. You are responsible for your posts and should avoid sharing sensitive information. SmackTok is not liable for third-party use of your public content.

10. Third-Party Services

The Services integrate with third-party services, including Paydala for payment processing and geolocation, and social media platforms like Discord. These services are subject to their own terms and privacy policies, which you should review. SmackTok is not responsible for their practices or any loss/damage arising from their use.

11. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee:

• Uninterrupted or error-free access to the Services.

• The accuracy or completeness of contest data, statistical projections, or outcomes.

• That the Services will meet your expectations or be free from glitches.

SmackTok is not responsible for losses due to technical issues, third-party actions, or events beyond our control (e.g., network failures, natural disasters). The legal opinion notes the unsettled nature of fantasy sports law, and future legal changes may affect the Services.

12. Limitation of Liability

To the fullest extent permitted by law, SmackTok, its affiliates, and their respective officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or winnings, arising from your use of the Services, even if advised of such damages. Our total liability to you will not exceed the amount you paid to us in the 12 months preceding the claim. Some jurisdictions do not allow such limitations, so these may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless SmackTok, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

14. Termination

We may suspend or terminate your access to the Services at our discretion, with or without notice, for reasons including:

• Violation of these Terms or applicable laws.

• Suspected fraud, collusion, or illegal activity.

• Failure to comply with Paydala’s KYC or AML verification requirements.

You may terminate your account by contacting us at support@smacktok.com. Upon termination, your right to use the Services ceases, but provisions on intellectual property, disclaimers, liability, indemnification, and governing law will survive.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, consistent with the legal opinion’s focus on SmackTok’s operations in California, without regard to conflict of laws principles. Any disputes arising from these Terms or the Services will be resolved through binding arbitration in Los Angeles, California, administered by the American Arbitration Association under its Consumer Arbitration Rules. You waive the right to participate in class actions or class-wide arbitration. If arbitration is unavailable or unenforceable, disputes will be resolved in the state or federal courts of Los Angeles County, California, and you consent to their jurisdiction.

16. Changes to These Terms

We may update these Terms by posting the revised version on the Site or App with a new “Effective Date.” Material changes will be communicated via email or push notification, as required for transparency. Continued use of the Services after such changes constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Services.

17. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy and legal opinion, constitute the entire agreement between you and SmackTok regarding the Services.

• Severability: If any provision is found invalid or unenforceable, the remaining provisions will remain in effect.

• Waiver: Our failure to enforce any right or provision does not waive it.

• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

• Force Majeure: We are not liable for delays or failures due to events beyond our control (e.g., natural disasters, government actions).

18. Contact Us

For questions or concerns about these Terms, contact us at:

Email: support@smacktok.com

Customer Support Chat: Available on the Services

Mail:

SmackTok Holdings, LLC
8748 Holloway Drive
West Hollywood, CA 90069
USA