Effective Date: September 1, 2025,

Welcome to Smacktok, Inc. ("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. Each natural person may hold only one (1) Account, and each household, residential address, IP address, device, and payment instrument may be associated with only one (1) Account, except as we may expressly permit in writing.

• 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 Plaid'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 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 XPoint 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, including through use of a VPN, proxy, or any other location-spoofing technology, may result in Account suspension or termination and forfeiture of winnings.

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 Plaid.

• 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. You may not open, register, fund, or operate a second Account, whether in your own name or through any other person (including a family member, friend, employee, agent, or other third party). Creating, controlling, funding, or directing multiple Accounts will result in immediate suspension or termination of all affected Accounts and the consequences set forth in Sections 4.5, 6, and 9.

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 one format. 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 Soap. We may also cancel, modify, or suspend contests due to technical errors, fraud, or other issues, with refunds issued as appropriate.

4.5 Cancellation, Voiding of Entries, and Recovery for Integrity Violations

Smacktok reserves the right, in its sole and reasonable discretion, to void any contest entry, cancel any pending payout, reverse any winnings (whether posted to your Account, withdrawn, or in transit), reverse any Promotional credit, and recover any amounts already paid out, where we determine that the entry, the Account, or any Related Account (as defined in Section 9.2) has engaged in any of the following:

• Coordinated play, collusion, or hedging across two or more Accounts or Related Accounts;

• Bonus or Promotion abuse, including coordinated entries designed to capture the value of a Promotion regardless of contest outcome, or entries that together cover all or substantially all possible outcomes of a contest, line, or set of lines;

• Multi-accounting, identity misrepresentation, or circumvention of geographic restrictions; or

• Any other violation of these Terms or applicable law.

In any such case:

• Voided entries do not entitle you to any contest payout, and any payout already credited will be reversed.

• Winnings derived from voided entries or from Promotional credits are forfeited and may be deducted from your Account balance, offset against future winnings, recovered from any payment instrument on file, or pursued as a debt owed to Smacktok.

• Your original cash deposit(s), net of valid contest entries and amounts already withdrawn, will be returned to your verified payment instrument unless prohibited by law or unless we have a reasonable, good-faith basis to believe the deposit itself was fraudulent or part of a money-laundering scheme.

This Section 4.5 applies in addition to, and not in place of, any other remedy available to Smacktok under these Terms or at law.

5. Payments and Withdrawals

Smacktok uses Soap 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 Soap. You agree:

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

• That payments are processed by Soap, subject to their terms and privacy policy at https://www.paywithsoap.com/privacy.

• To comply with Plaid's verification requirements for KYC and AML compliance.

Withdrawals of winnings are subject to verification and may be delayed, held, or denied for security, compliance, regulatory, or integrity reasons, including pending the resolution of any investigation under Section 15. Smacktok is not responsible for fees charged by Soap or your financial institution. Refunds are issued only for canceled contests (e.g., due to glitched lines), under Section 4.5, or as otherwise required by law.

6. Promotions, Bonuses, and Promotional Credits

Smacktok may, in its sole discretion, offer promotional credits, deposit matches, referral bonuses, free or discounted contest entries, and similar incentives (each, a "Promotion"). Each Promotion is subject to specific terms posted at the time of offer ("Promotional Terms"), which are incorporated into and form part of these Terms by reference. In the event of any conflict between the Promotional Terms and these Terms, the Promotional Terms control with respect to the Promotion at issue. All Promotions are also subject to the following:

• Eligibility. Promotions are limited to one (1) per natural person, household, residential address, IP address, device, payment instrument, and KYC-verified identity, unless the Promotional Terms expressly state otherwise. We may decline, withhold, or revoke a Promotion from any or all Accounts that share material identifiers or that we determine, in our sole and reasonable discretion, to be Related Accounts under Section 9.2.

• No combining or stacking. Promotions may not be combined, stacked, or used in conjunction with any other Promotion, and may not be used in conjunction with coordinated play across two or more Accounts or Related Accounts.

• Play-through requirement. Promotional credits may carry a play-through, rollover, or wagering requirement that must be satisfied before any Promotional credit, or any winnings derived from a Promotional credit, may be withdrawn or otherwise converted to cash. The play-through requirement applicable to each Promotion will be disclosed in the Promotional Terms.

• Nature of Promotional credits. Promotional credits are not cash, have no independent monetary value, are non-transferable, expire on the date stated in the Promotional Terms, and may be redeemed only by entering eligible contests in accordance with the Promotional Terms.

• Right to modify, suspend, or revoke. We may, in our sole discretion, modify, suspend, or terminate any Promotion at any time. We may also revoke Promotional credits, void any entries placed in whole or in part using Promotional credits, and reverse any winnings derived from Promotional credits where we determine that the Promotion has been abused, that these Terms or the Promotional Terms have been violated, or that the Promotion was credited in error.

• Bonus abuse. Without limiting the foregoing, each of the following is conclusively deemed abuse of a Promotion and a material breach of these Terms: (a) opening, controlling, funding, or directing more than one Account to claim a Promotion more than once; (b) entering contests in a manner that, when combined with entries from one or more Related Accounts, covers all or substantially all possible outcomes of a contest, line, or set of lines, in whole or in part for the purpose of capturing Promotional value (sometimes referred to as cross-account hedging or arbitrage); (c) misrepresenting identity, address, payment instrument, or relationship to other users during Promotional eligibility checks; (d) using or accepting funds from another user in order to satisfy a Promotion or its play-through requirement; and (e) any other conduct intended to defeat the economics of a Promotion.

Where we determine that a Promotion has been abused, we may apply any or all of the remedies set forth in Section 4.5 and Section 15 with respect to the affected Accounts and Related Accounts. The return of any unmatched cash deposit will be governed by Section 4.5.

7. 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.

8. 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.

9. User Conduct

9.1 General Prohibited Conduct

You agree not to:

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

• Engage in fraudulent, deceptive, or manipulative activities, including but not limited to manipulating contest outcomes, colluding with other users, hedging or arbitraging entries across two or more Accounts or Related Accounts, exploiting promotions or glitched lines, using automated tools (e.g., bots, scrapers, line-grabbers), or attempting to gain an unfair advantage through any means not generally available to other users.

• Attempt to hack, disrupt, reverse engineer, or interfere with the Services' operation or security, or circumvent our geolocation, KYC, AML, anti-fraud, or anti-collusion controls.

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

• Impersonate any person, or provide false, misleading, or fabricated information during registration, KYC, AML, withdrawal verification, or any subsequent review.

9.2 Coordinated Conduct, Collusion, and Related Accounts

For purposes of these Terms, a "Related Account" means any Account that shares one or more material identifiers with another Account, including but not limited to: IP address, device fingerprint, payment instrument, withdrawal destination, residential or mailing address, KYC-verified identity, beneficial owner of funds, household, social-graph linkage, or behavioral patterns indicating coordination of entries. Whether two or more Accounts are Related Accounts is determined by Smacktok in its sole and reasonable discretion based on the totality of available evidence.

You agree not to, directly or indirectly:

• Act in concert with one or more other users to enter contests in a manner intended to guarantee a return, reduce variance, or hedge or arbitrage outcomes across two or more Accounts or Related Accounts;

• Submit entries that, when combined with entries from one or more other users or Related Accounts, cover all or substantially all possible outcomes of any contest, line, or set of lines (including, by way of example and without limitation, where one Account plays Higher/Higher, another plays Higher/Lower or Lower/Higher, and another plays Lower/Lower on the same or substantially the same set of lines);

• Open, control, fund, or direct more than one Account, including through a household member, friend, employee, agent, or other third party;

• Share, lend, sell, or transfer Account credentials, control of an Account, or access to an Account;

• Use another person's payment instrument, identity, mailing address, device, or KYC documentation to register or fund an Account, or permit another person to do so with yours;

• Coordinate athlete selections, statistical lines, entry timing, or entry amounts with any other user or Related Account;

• Pool funds, accept funds from, or send funds to another user for the purpose of contest entry, satisfying a Promotional play-through requirement, or circumventing any limit imposed by these Terms; or

• Misrepresent your identity, address, payment instrument, household, or relationship to other users during account registration, KYC, AML, withdrawal verification, or any subsequent review.

A violation of this Section 9.2 by any Account or Related Account is deemed a violation by all such Accounts and Related Accounts, and the remedies in Section 4.5 and Section 15 may be applied to each of them. Smacktok is not required to demonstrate actual communication or agreement among users to establish coordinated conduct; coordinated patterns of play, combined with shared identifiers, are sufficient.

9.3 Chargebacks

If any deposit is charged back, any winnings generated from Smacktok contests shall be invalidated, forfeited, and deducted from your Account balance or seized from any bank account into which you have deposited the prizes. In addition, the amount of the initial deposit will be invalidated, forfeited, and deducted from the Account balance. In the event that, following such deductions, your Account balance is in a negative balance, you expressly acknowledge and agree that such negative balance shall constitute an uncontestable debt payable by you to us, due and payable immediately. Smacktok reserves the right to close your Account without notice should a deposit be charged back.

Violations of this Section 9 may result in Account suspension or termination, voiding of entries, reversal of Promotions, forfeiture of winnings, recovery of paid-out amounts, and referral to law enforcement or regulators as appropriate.

10. 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.

11. Third-Party Services

The Services integrate with third-party services, including Soap for payment processing, XPoint for 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.

12. 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.

13. 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.

14. 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.

15. Suspension, Termination, Investigation, and Appeals

15.1 Suspension and Termination

We may suspend, restrict, 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, coordinated play, hedging across Accounts, multi-accounting, or bonus abuse;

• Operation, control, funding, or direction of one or more Related Accounts;

• Initiation of a chargeback in connection with a deposit;

• Failure to comply with Plaid's KYC or AML verification requirements; or

• Conduct that, in our reasonable judgment, poses a risk to the integrity of the Services, other users, or Smacktok.

15.2 Investigation and Holds

Where we have a good-faith basis to suspect a violation of these Terms, we may immediately suspend your Account and place a hold on any pending or in-transit withdrawals while we investigate. Investigations will typically conclude within thirty (30) days following commencement, though they may take longer where complexity, third-party cooperation, regulatory inquiry, or law enforcement coordination requires. During an investigation, we may request additional information or documentation from you, and your failure to respond reasonably and promptly is itself a basis for adverse determination.

15.3 Determination and Remedies

Following an investigation, we may, in our sole and reasonable discretion, close your Account, void entries, reverse Promotions, forfeit winnings, and recover amounts as set forth in Sections 4.5, 6, and 9. Where we close an Account under this Section, we will, subject to Section 4.5, return the verified cash balance (net of voided entries, reversed Promotional credits, and amounts owed to Smacktok) to your verified payment instrument.

15.4 Appeals

If you wish to appeal a determination made under Section 4.5, Section 6, Section 9, or this Section 15, you may submit a written appeal to risk@smacktok.com within fourteen (14) days of receiving notice of the determination. Your appeal must identify the determination at issue, state the basis for your disagreement, and include any information or documentation you wish us to consider. We will review and respond within fourteen (14) days following our receipt of a complete appeal. Our determination on appeal is final and binding for purposes of these Terms, without prejudice to your rights under Section 16.

15.5 Voluntary Termination and Survival

You may terminate your Account at any time by contacting us at support@smacktok.com. Upon any termination, your right to use the Services ceases, but the provisions of Sections 4.5, 6, 8, 9, 12, 13, 14, 15, and 16, and any other provision that by its nature should survive, will survive termination.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Nevada, consistent with the legal opinion's focus on Smacktok's operations in Nevada, 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.

17. 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.

18. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy, the Promotional Terms applicable to any Promotion, and the 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).

19. Contact Us

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

Email: support@smacktok.com Risk and Integrity Appeals: risk@smacktok.com Customer Support Chat: Available on the Services Mail: Smacktok, Inc., 732 S 6th Street 5482, Las Vegas, NV 89101