WagrGames Inc TERMS OF SERVICE

1. WHO MAY USE THE SERVICES

Wagr operates in compliance with all applicable federal, state, and local regulations governing skill-based gaming. Users are responsible for ensuring their participation is lawful in their jurisdiction. Wagr does not offer games of chance or gambling services and strictly adheres to regulations that distinguish skill-based competitions from gambling. We reserve the right to block access to users in jurisdictions where such services are restricted or regulated beyond compliance feasibility.

1.1 AGE REQUIREMENTS

Our Services are intended for individuals aged 18 or older. By using the Services, you represent and warrant that you are at least 18 years of age. No individuals under the age of 18 are permitted to use the Services, regardless of parental consent. You must reside in a jurisdiction where participation in real-time skill-based gaming is permitted by law. By using our Services, you represent and warrant that you meet these requirements. Any misrepresentation regarding your eligibility constitutes a breach of these Terms.

1.2 ELIGIBILITY FOR U.S. USERS

To be eligible to use the Services, including participating in any tournaments or competitions, US users must:

• Be a natural person at least 18 years of age;
• Be a legal resident of the United States with a valid US address;
• Be physically located within the United States at the time of using the Services;
• Be physically located in a US state where the use of the Services and participation in tournaments and competitions is not restricted or prohibited by applicable laws.

ELIGIBILITY FOR NON-U.S. USERS

To be eligible to use the Services, including participating in any tournaments or competitions, non-US users must:

• Be a natural person at least 18 years of age;
• Be physically located in a jurisdiction where the use of the Services and participation in tournaments and competitions is not restricted or prohibited by applicable laws.

Users are responsible for ensuring their participation complies with all applicable local, state, and federal laws regarding skill-based gaming and online competitions. We reserve the right to restrict access or terminate accounts of users from jurisdictions where our services may not be legally offered.

1.3 RESTRICTED JURISDICTIONS

Users are solely responsible for ensuring their compliance with all applicable laws. We may use geolocation tracking, IP blocking, and identity verification measures to prevent access from prohibited jurisdictions. If a user is found accessing the Services from a restricted jurisdiction, we reserve the right to suspend or terminate the account without notice.

We actively enforce geolocation restrictions to comply with jurisdictional laws. Users attempting to access the Services from prohibited locations will be automatically blocked. If a user circumvents these measures, their account may be permanently suspended, and any winnings forfeited. The responsibility to comply with local laws rests solely with the user.

We comply with applicable state and federal laws regarding skill-based gaming. Due to legal restrictions, as of the date of the last revision, our Services are not available to users located in, or accessing the Services from, the following states:

• Arizona
• Iowa
• Louisiana
• South Carolina

If you are located in one of these states, you are prohibited from using the Services, including but not limited to registering for an account, participating in any Contests or tournaments, or attempting to engage in any transactions through our Services. By accessing or using the Services, you represent and warrant that you are not physically present in any of these restricted jurisdictions.

We reserve the right to block access, suspend accounts, or take any necessary measures to ensure compliance with state laws. If we determine that you have accessed our Services from a restricted jurisdiction, we may void any winnings, terminate your account, and report such activity as required by law.

Laws and regulations regarding skill-based gaming are subject to change. We may update this list at any time, and it is your responsibility to review these Terms regularly to ensure continued compliance. If you have questions about whether your location is eligible for participation, please contact support@wagrco.com before using our Services.

1.4 VERIFICATION

We may require users to verify their age, identity, and location before allowing access to or using certain features of the Services, including paid gameplay or tournaments. Users agree to provide accurate and truthful information for verification purposes.

1.5 ADDITIONAL RESTRICTIONS

Our employees, affiliates, and agents, as well as any individuals with access to non-public information about the Services, are expressly prohibited from participating in any gameplay services, tournaments, or contests offered through the Services.

1.6 COMPLIANCE

By using the Services, you agree to comply with these eligibility requirements at all times. We reserve the right to terminate or suspend the account of any user found to be in violation of these eligibility criteria.

2. USER ACCOUNTS

2.1 CREATING AND SAFEGUARDING YOUR ACCOUNT

To use the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account ("Account"). Upon creation of your account, you may be required to provide your photo along with your photo ID. Account access also requires access to a supported device and an internet connection. You must provide accurate, complete, and updated information for your Account. You can access, edit and update your Account by accessing your profile in the App or on our Website. You are solely responsible for any activity associated with your Account and for maintaining the confidentiality and security of your password. You agree that you will not disclose your Account password to anyone. We are not liable for any acts or omissions by you in connection with your Account. You are responsible for all activities that occur under your Account, whether or not you know about them. You must immediately notify us at _____________ if you know or have any reason to suspect that your Account or password has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account, or if we previously banned you from any of our Services, unless we provide written consent otherwise.

2.2 VERIFICATION

To ensure compliance with Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations, Wagr may require identity verification for users participating in gameplay. Users must provide a government-issued ID and other documents upon request. Any attempt to circumvent these requirements may result in account suspension or termination. Wagr reserves the right to report suspicious activities to financial regulators and law enforcement authorities as required by law.

3. DESCRIPTION OF THE APP

3.1 REAL-TIME SKILL-BASED GAMING

Our platform exclusively offers games of skill, where the outcome is determined predominantly by a player's ability rather than chance. Wagr does not offer gambling, sports betting, or games where success is primarily dependent on luck. All competitions are structured as player-vs-player (PvP) contests with equal opportunities for all participants.

3.2 IN GENERAL

We provide a skill-based mobile app that offers an exciting platform for players to engage in competitive gameplay ("Contests"). Users can test their skills against others from around the world in timed contests, providing an experience suitable for both casual players and serious competitors.

Our Contests offer a variety of contest formats and entry options, allowing users to choose their preferred level of competition. Contests combine strategy, speed, and skill, creating an engaging and competitive experience for players worldwide.

3.3 GAMEPLAY FEATURES

Players can participate in different types of contests, which shall include but not be limited to 1v1 matches or bracket-style tournaments while competing for cash prizes. Simply choose a game, enter a match, and play against verified human opponents.

3.4 SKILL-BASED COMPETITION

Each Contest offered within the App is designed as a game of skill that rewards the top performing players with the highest score or scores. A "game of skill" is defined as a game where the outcome is determined predominantly by the skill, ability, knowledge, dexterity, or mental or physical adroitness of the player, rather than by pure chance or luck. Skills used in the determination of the winner in the Contest depend on the specific nature of the Contest, and include dexterity, hand-eye coordination, strategy, logic, and speed. Each player is presented with identical playing conditions at the start of the game or contest, meaning that comparative skill is the sole determining factor.

3.5 CONTEST TYPES AND DESCRIPTION

(a) Each Contest offered via the Services will include a description that sets forth: (i) the requirements and other rules for participation in the Contest, if any (ii) the prize amount that may be won from the Contest (the "Prizes"), and (iii) where applicable, your rank amongst all Contest participants.

(b) Real-Money Contests will have real money entry fees, with the potential to win cash prizes or other rewards based on performance.

3.6 NO PURCHASE NECESSARY TO REGISTER OR PARTICIPATE

There is no fee to register for an Account. Some Contests may not require an entry fee and may be played entirely for free and without consideration. The real-money skill-based competitions are entirely optional and available only to persons 18 year of age and older, who reside in a jurisdiction that does not restrict, prohibit, or otherwise regulate real-money games of skill.

3.7 UPDATES AND IMPROVEMENTS

We reserve the right to make changes, updates, or discontinue the Services (or any part or content thereof) at any time, with or without prior notice to you. We will not be held liable to you or any third party for any modification, suspension, or discontinuation of the Services. We may also impose limitations on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check for and install updates to the Services. We may release updates to improve functionality or enhance features. Some updates may be mandatory, and you must install them to continue using the Services. We are not responsible for any issues arising from your failure to install required updates.

3.8 CHEATING, FRAUD, AND ABUSE

Users shall not engage in any act that may unfairly alter their chance of winning ("Prohibited Conduct"), including but not limited to, the use of automated software, bots, or other non-human input methods that create an unfair advantage over human players. All competitions must be conducted between real human participants, and Wagr does not permit automated or pre-programmed participation in any contest. Prohibited Conduct includes, but is not limited to:

• Registering or using multiple Accounts;
• Using unauthorized or altered software or hardware to assist play (e.g., bots, bot nets, jailbroken devices, rooted devices, cheat programs, debuggers, or memory scanners);
• Intentionally performing poorly to achieve competitive advantage;
• Colluding with other players (e.g., intentionally losing matches);
• Deliberately transferring money between Accounts;
• Harassing other participants;
• Misusing any payment mechanism in connection with your Account;
• Exploiting or manipulating bugs or glitches in the Services; or
• Posting objectionable or inappropriate materials.

If we detect any Prohibited Conduct, we may, at our sole discretion:

• Immediately suspend or terminate your Account;
• Block your access to the Services;
• Void and forfeit any Prizes you may have been entitled to receive;
• Disgorge and/or recoup any Prizes received by you;
• Recoup any funds involved in the misuse of a payment mechanism;
• Pursue any injunctive relief, civil and/or criminal penalties against you; or
• Disclose or report any illegal activity to law enforcement authorities.

We reserve the right to monitor gameplay and user activity to ensure fair play and compliance with these Terms. By using our Services, you consent to such monitoring and acknowledge that we have the final say in determining whether Prohibited Conduct has occurred.

We employ AI-driven fraud detection, manual gameplay audits, and behavior analysis to identify prohibited conduct, including but not limited to:

• Use of bots, scripts, or automated software.
• Account sharing, multi-accounting, or collusion between players.
• Artificially manipulating match outcomes (e.g., intentional losses to benefit another player).
• Attempting to exploit software bugs or vulnerabilities.

Violations may result in immediate account termination, forfeiture of winnings, and potential legal action. Any form of collusion, bot usage, or account manipulation is strictly prohibited. Wagr employs automated and manual fraud detection systems to monitor activity. Users found engaging in fraud may face permanent bans, forfeiture of winnings, and legal action. Wagr also reserves the right to freeze account funds pending fraud investigations.

4. PRIZES AND WINNINGS

4.1 PROMOTIONAL CODES

We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers ("Promotional Codes") that may be redeemed for features or benefits related to the Services, subject to any additional terms we may establish. You agree that Promotional Codes: (a) must be used in a lawful manner, (b) must be used for the intended audience and purpose, (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us, (d) may be disabled or have additional conditions applied to them by us at any time for any reason without liability to Wagr, (e) may only be used pursuant to the specific terms we establish for such Promotional Code, (f) are not valid for cash or other value; and (g) may expire prior to your use.

4.2 CHANGES TO CONTESTS AND PRIZES

We may, at any time, revise or change the requirements to entry, availability, specifications, content, descriptions or features, as applicable, of any Contests and Prizes. While we attempt to be as accurate as we can in our descriptions for the Contests and Prizes, we are unable warrant that the descriptions are accurate, complete, reliable, current, or error-free. If a Contest or Prize itself is not as described in the Services, your sole remedy is to contact us to request a correction of your Account. The inclusion of any Contests for entry or Prizes to be won through participation in the Contests at a particular time does not imply or warrant future availability.

4.3 CONFIRMATION OF SUBMISSIONS

Users agree that Wagr has the final authority to determine contest outcomes. If a user disputes a contest result, they must submit a formal dispute within 48 hours of the contest's completion. All disputes will be reviewed based on system logs and gameplay data, and Wagr's decision shall be final. Users waive any legal claims regarding contest outcomes except as provided under binding arbitration as described in Section 10.

4.4 PRIZES AND DISTRIBUTION OF PRIZES

Prizes will typically be in the form of cash unless the terms of the Contest provide otherwise. If you are eligible to receive a Prize, we may require that you provide proof that you are, or were at the time of your participation in the applicable Contest, eligible to participate in accordance with the Contest description and these Terms, and that your participation was in accordance therewith. If you do not provide such proof to our reasonable satisfaction, you may forfeit the Prize. We retain sole, absolute, and non-appealable discretion to determine the winner of each Contest. By participating in any Contest, you agree to be bound by our final decision, including and up to disqualification, forfeiture of prize funds, or any other remedy available under these Terms and under the law.

Cash prizes won through skill-based competitions on Wagr will be credited to the user's account balance. Withdrawals are subject to identity verification, tax withholding requirements, and compliance with applicable laws, including but not limited to, fraud prevention and anti-money laundering regulations. Users must complete any required documentation, including tax forms, before prize disbursement.

Before processing withdrawals, we may require identity verification, proof of address, and tax documentation (e.g., IRS Form W-9 for U.S. residents). Users are responsible for all tax liabilities arising from winnings. Withdrawals may be delayed or denied if fraud, chargeback abuse, or money laundering concerns arise.

Withdrawals are processed within 5–10 business days, subject to successful identity verification. Users acknowledge that payment processing delays may occur due to compliance checks. In cases of suspected fraudulent activity, we reserve the right to withhold or reverse transactions. All deposits and withdrawals must be made using verified payment methods registered in the user's name.

To withdraw winnings, users must complete KYC verification, including government-issued ID submission and proof of address. Winnings exceeding $600 (U.S.) require a completed IRS Form W-9, and we will issue a Form 1099-MISC where applicable. Suspicious transactions may be delayed or rejected per anti-money laundering (AML) laws.

4.5 TAXES

If you are a United States resident, we may send you an IRS Form W-9 to request your social security number so that we may send you a 1099-MISC or other appropriate form if your Winnings total six hundred dollars ($600) or more in any given calendar year. Depending on the state in which you reside, we may also send you additional federal or state tax forms. If you fail to complete and return the IRS Form W-9 when required, we may suspend or terminate your Account or access to the Services. Without limiting the foregoing, we may withhold from your existing account balance and/or delay deposit of any Prize amount into your bank account. We may withhold any amount required to be withheld by applicable laws, including amounts due in connection with your failure to complete relevant tax documentation. You are solely responsible for paying all federal, state and other taxes related to your Prizes in accordance with all applicable laws.

4.6 NO INFORMATION COLLECTED FROM CHILDREN

Only persons 18 years of age or older are allowed to use the Services. We do not collect personal information from anyone who does not meet our age requirements. Age limitations may vary depending on your country of residence.

4.7 CREDIT CARD AND PAYMENT METHOD USE

When using a credit card or other payment method to fund your Account or participate in Contests, you affirm that you are the authorized user of the payment method. You must promptly update your Account information if your payment details change. We are not liable for unauthorized use of your payment method in connection with the Services. Fraudulent use of payment methods or failure to honor legitimate charges may result in immediate Account termination, forfeiture of Winnings, and potential legal action. We reserve the right to verify payment information and decline or reverse suspicious transactions. You agree to cooperate with any fraud investigations and reimburse us for fees incurred due to chargebacks or payment reversals. By using our Services, you authorize us to charge your chosen payment method for all associated fees and charges.

All payments are final. Refunds will only be granted in cases of demonstrable technical errors preventing fair play. Users must submit refund requests within 7 days. Disputes related to match results or prize distribution must be filed within 14 days, subject to our final decision.

5. PRIVACY POLICY

5.1 PRIVACY POLICY

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. Our Privacy Policy is expressly integrated into these Terms as if fully restated herein. At our core, we believe in maintaining transparency and upholding ethical standards when it comes to handling your personal information. To deliver our Services effectively, we need to gather certain data about you. However, we strictly adhere to legal requirements and only utilize your information when we have a legitimate basis to do so.

Our comprehensive Privacy Policy serves as a valuable resource, shedding light on the types of information we collect, how we utilize that data, and the choices available to you while engaging with our Services. We encourage you to review this policy carefully to gain a thorough understanding of our data practices and your rights as a user.

We employ industry-standard encryption, two-factor authentication (2FA), and secure data storage to protect user information. We do not sell personal data to third parties. Users may request data deletion per applicable privacy laws, including GDPR and CCPA.

6. RIGHTS WE GRANT YOU AND YOUR RESPONSIBILITIES

6.1 RIGHT TO USE SERVICES

We hereby permit you to use the Services for your personal non-commercial use only, conditioned upon your compliance with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, limited, revocable, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms in a personal non-commercial capacity. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take. We are not liable to you under any circumstances for any such interruption, downtime, or other inability to use the Services (including the App).

6.2 DURING USE OF SERVICES

While using the Services, you agree to (i) remain fully aware of your surroundings and prioritize your safety and the safety of others, (ii) not engage in any activity that may result in injury, death, property damage, or liability of any kind, (iii) comply with all applicable laws and regulations in connection with your access to and use of the Services, and (iv) maintain respectful and appropriate interactions with other users and individuals in the real world. You shall not harass, threaten, or violate the legal rights of others.

6.3 FAIR PLAY AND ANTI-CHEATING

Users agree to participate in all games and competitions fairly and honestly. Wagr employs various anti-cheating measures to ensure the integrity of our platform. Any form of cheating, collusion, or exploitation of platform vulnerabilities is strictly prohibited and may result in immediate account termination and forfeiture of winnings.

6.4 MONITORING AND ENFORCEMENT; INDEMNIFICATION

If you have a dispute with a third party relating to your use of the Services, you release the Company (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, alleged, disclosed and undisclosed, arising out of or in any way connected with such dispute.

We reserve the right to monitor your use of the Services and review any content you submit to ensure compliance with these Terms. We may take appropriate action against you if we determine that you have violated these Terms or engaged in any conduct that is harmful to other users or the integrity of our Services.

You agree to indemnify and hold harmless the Company and its affiliates from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to (i) your use of the Services, (ii) your violation of these Terms, (iii) your violation of any rights of another party, or (iv) your violation of any applicable laws or regulations.

6.5 RESTRICTIONS ON YOUR USE OF THE SERVICES

You may not do any of the following in connection with your use of the Services, unless you have our express written permission to do so:

• download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your device for display purposes, or as otherwise expressly permitted in these Terms;
• duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
• use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
• use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
• exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
• cooperate, collude, or conspire with other users to cheat or gain a competitive advantage;
• access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
• circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
• use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
• introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
• violate any applicable law or regulation in connection with your access to or use of the Services; or
• access or use the Services in any way not expressly permitted by these Terms.

While we are not obligated to actively monitor the access or usage of our Services or the Content shared through them, we reserve the right to review, edit, or remove any Content at our discretion. This right enables us to operate the Services effectively, ensure compliance with our Terms, and adhere to applicable laws and legal requirements.

We may remove or disable access to any Content deemed objectionable or in violation of our Terms without prior notice. Additionally, we have the authority to investigate any potential violations of these Terms or conduct that may affect the Services.

In cases where users or others violate the law, we may consult and cooperate with law enforcement authorities to facilitate prosecution. Any attempt by you to disrupt or interfere with the legitimate operation of our Services, including undermining or manipulating any app or site, constitutes a breach of these Terms and could potentially be a criminal and/or civil violation.

ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES, WHICH INCLUDES UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY APP OR WEBSITE, IS A BREACH OF THE TERMS AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND/OR CIVIL LAWS.

6.6 COOKIES AND TRACKING TECHNOLOGIES

We use cookies and similar tracking technologies on our Services to enhance your user experience, analyze site usage, and provide personalized content and advertisements. By using our Services, you consent to our use of cookies and similar technologies in accordance with our Cookies Policy, which is incorporated into these Terms by reference. Our Cookies Policy provides detailed information about the types of cookies we use, their purposes, and your choices regarding cookie usage. You can review our full Cookies Policy [insert link to Cookies Policy or Cookies Policy in the Privacy Policy]. Please note that disabling certain cookies may affect the functionality and performance of our Services.

6.7 USE OF THE APP

You are responsible for providing the mobile device, wireless service plan, software, Internet connection and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App ("Push Messages"). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device's operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from the Company.

6.8 MOBILE SOFTWARE FROM THE APPLE APP STORE

The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You must comply with applicable third-party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. APPLE IS NOT THE SPONSOR OF ANY CONTEST OFFERED THROUGH OR IN CONNECTION WITH THE APP.

6.9 GAMEPLAY AND OTHER ACTIVITY RECORDING

We may monitor and/or record your interaction within the Services, for own internal due diligence, marketing, quality control, anti-cheating verification, or other legitimate business purposes. You understand and agree that your gameplay and any other activity within the App or related to our Services will be monitored and/or recorded.

6.10 ELIGIBILITY FOR PRIZES

Our employees and affiliates, as well as any agents with access to any materials or code that could potentially provide an unfair advantage for participation in the Contests are expressly prohibited from participating. Without limitation, such individuals are not eligible for any Prize. We retain the absolute sole discretion to determine the eligibility of individuals for our Contests and the winning of any Prize.

6.11 NO REFUNDS/DISPUTE RESOLUTION

We do not issue refunds for any reason, unless otherwise required by law. In the event of a dispute arising out of or relating to your use of the Services or these Terms, you agree to resolve such disputes in accordance with Section 10 (Arbitration and Class Action Waiver) of these Terms.

7. OWNERSHIP AND CONTENT

7.1 OWNERSHIP OF THE SERVICES

The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws of the United States and foreign countries. Where reference in these Terms, the word "Content" means all of our intellectual property, including but not limited to the Services, proprietary content, information, materials, and any other intellectual property owned or licensed by us. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. Users retain ownership of their original content created within the games, subject to Wagr's license to use such content for platform operations and promotional purposes.

7.2 OWNERSHIP OF TRADEMARKS

The Company's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners. You may not use any trademarks without the prior written consent of the Company or the respective trademark owner.

7.3 OWNERSHIP OF FEEDBACK

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

7.4 USER CONTENT LICENSING

By submitting any content through our Services (referred to as "User Content"), you grant us a perpetual, worldwide, royalty-free license to use, copy, modify, create derivative works from, display, perform, market, promote, and distribute your User Content in connection with operating our Services. This license is non-exclusive, transferable, sublicensable, and includes the right for us to sublicense your User Content to third parties.

Under this license, you allow us to (i) reproduce your User Content by any means and in any form, (ii) publicly or privately broadcast or make available your User Content (or any product incorporating it), with or without payment, in all locations, by any means or process, known or unknown, including but not limited to the Internet, pay-per-view, pay-per-play, theatrical or television broadcasting, DVD, and print, (iii) use your User Content for demonstration, promotion, and advertising of all our services, and/or (iv) produce or order the production of any new product or service from your User Content or any product incorporating or exploiting it, either as-is or modified by us or a third party of our choice.

7.5 USER REPRESENTATIONS AND WARRANTIES

You are solely responsible for all User Content you submit. By submitting User Content, you represent and warrant that (i) you own or have the necessary rights to the User Content, (ii) the User Content does not infringe upon any third-party rights (including intellectual property rights), (iii) the User Content complies with all applicable laws and regulations, and (iv) the User Content is accurate and not misleading.

7.6 REMOVAL OF USER CONTENT

We reserve the right to review, edit, or remove any User Content at our discretion without notice if we believe it violates these Terms or applicable laws. We are not responsible for any User Content submitted by users or for any loss or damage resulting from your submission of User Content.

7.7 NOTICE OF INFRINGEMENT – DMCA (COPYRIGHT) POLICY

We have a deep respect for intellectual property rights, and we expect our users to share the same values. We actively monitor and remove any content that infringes upon the intellectual property rights of others, including copyrights, trademarks, and patents.

To maintain a fair and legal environment, we reserve the right to terminate user accounts that engage in repeated infringement activities. We take intellectual property violations seriously and will not hesitate to take appropriate actions to protect the rights of content creators and owners.

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the "DMCA"), by providing the following information in writing:

• identification of the copyrighted work that is claimed to be infringed;
• identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
• information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
• a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
• a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
• the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: WagrGames Inc, ATTN: Copyright Agent, [ADDRESS]; or by e-mail to _____________. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

8. THIRD PARTY SERVICES AND MATERIALS

8.1 THIRD PARTY LINKS

The Services may contain links to third-party websites, applications, or services that are not owned or controlled by the Company. We do not endorse or assume any responsibility for any third-party sites, information, materials, products, or services. If you access a third-party website, you do so at your own risk and should review the terms and conditions and privacy policies of those websites.

8.2 THIRD PARTY SERVICES

The App may integrate with third-party services to enhance your experience (e.g., payment processors, social media platforms). Your use of such third-party services is subject to their respective terms and conditions. We are not responsible for any issues that may arise from your use of these third-party services.

8.3 NO LIABILITY FOR THIRD PARTY CONTENT

We are not responsible for the content, accuracy, or opinions expressed in any third-party materials or websites linked from the Services. We do not investigate, monitor, or verify the information contained in those third-party sites and materials.

8.4 USER INTERACTIONS WITH THIRD PARTIES

Your interactions with third parties found on or through the Services are solely between you and the third party. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such third parties on the Services.

9. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9.1 DISCLAIMERS

(a) Disclaimer of Warranties

Our Services and Content are provided to you on an "as is" basis, without any warranties or guarantees of any kind, to the fullest extent permitted by applicable laws. We explicitly disclaim all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement. We do not warrant that our Services will meet your requirements, or that it will be available uninterrupted, secure, or error-free.

We make no representations or warranties regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content of our Services. The use of our Services and Content is at your own risk. We do not guarantee any specific results or outcomes from using our Services or any features thereof. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an "AS-IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, attorneys, counsel, consultants, partners, and licensors (the "Company Entities") disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement.

You assume all risks relating to your online or offline communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services. You understand that the Company does not screen or inquire into the background of any users of the Services and makes no representations or warranties as to the conduct of users of the Services. You agree to take reasonable precautions in all communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services, particularly if you decide to meet offline or in person. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

(b) Players in the United States

You understand that various rules, regulations and laws addressing real-time skill-based gaming with entry fees and/or prizes of value may apply to your participation in Contests ("Regulations"), and that the U.S. federal government and each U.S. state, territory, or jurisdiction may have their own Regulations that are subject to change. From time to time, we may prohibit access to the Services from certain jurisdictions via geo-location or other methods ("Prohibited Jurisdiction"). If you are located in any Prohibited Jurisdiction, you may not use our App and any attempt to do so is a violation of these Terms. You acknowledge and agree that it is your responsibility to determine the laws of your state, jurisdiction, or territory as it relates to use of our Services. We reserve the right to monitor the location from which you access the Services to ensure compliance with these terms, and to block your access to the Services from any Prohibited Jurisdiction. In addition to Regulations, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state, or other jurisdiction in which you reside and from which you access the Services. You are solely responsible for your compliance with all applicable laws and your failure to do so is a violation of these Terms. The Services, including the Contests, are void where prohibited or restricted by applicable laws. The Company Entities take no responsibility and assume no liability if applicable laws restrict or prohibit your access to or participation in any Contests.

(c) Players Outside of the United States

You understand that your country, province, state, territory, or other local jurisdiction may have various rules, regulations, and laws related to the Contests ("Applicable Laws"). You understand and agree that you are solely responsible for compliance with Applicable Laws and it is also your responsibility to determine which Applicable Laws apply to your particular actions. Your access to the Contests and participation in such contests is at your own risk. By accessing our Services and participating in the Contests (or attempting to do so), you agree that you will not hold us responsible if the Applicable laws restrict or prohibit your activities.

(d) No Representations or Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATION IN ANY CONTEST OFFERED VIA THE SERVICES.

9.2 LIMITATIONS OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, PROFITS, GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE THOUSAND DOLLARS ($1,000), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

IN ADDITION, YOU AGREE TO PARTICIPATE IN AN INFORMAL DISPUTE RESOLUTION PROCESS OR ARBITRATION BEFORE PURSUING ANY LEGAL CLAIMS AGAINST THE COMPANY ENTITIES. THIS CAN HELP MANAGE AND POTENTIALLY REDUCE LEGAL COSTS AND LIABILITIES.

9.3 LIMITATIONS OF LIABILITY AS TO PRIZES

By participating in a Contest and achieving a sufficiently high score relative to other players, you may win a Prize. Each Prize may be subject to its own specific set of terms and conditions or addenda that supplement and govern your acceptance of such Prize. By accepting such Prize, you agree to be bound by these Terms (including but not limited to the liability limitations, warranty disclaimers, indemnification provisions, mandatory arbitration, and class action waivers) as well as any additional terms and conditions contained in such supplemental terms and conditions and addenda.

(a) Scope of Liability

Our liability concerning any Prize is limited to the maximum extent permitted by law. We are not responsible for any indirect, incidental, or consequential damages arising from your acceptance or use of the Prize.

(b) Conditions for Prize Acceptance

Before receiving a Prize, you may be required to expressly accept and acknowledge additional terms applicable to that specific Prize. Failure to comply with these conditions may result in forfeiture of the Prize.

(c) Third-Party Involvement

Any promotion or discount offered as a Prize is at the discretion of and subject to the terms of the company offering such promotion or discount. We are not liable for any actions or omissions of third parties involved in providing the Prize.

(d) Prize Availability

The availability of Prizes is subject to change and may be limited. We do not guarantee the availability of any specific Prize at any given time.

(e) User Responsibility

It is your responsibility to comply with all applicable terms and conditions related to the Prize. We reserve the right to disqualify any participant who violates these terms or engages in fraudulent activity. These enhancements ensure that the clause is comprehensive, clear, and provides adequate protection for the company while informing users of their responsibilities and the limitations of liability.

9.4 INDEMNIFICATION

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation, including your participation in any Contests in violation of Regulations, (b) your violation of any rights of any third party, (c) your misuse of the Services, (d) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

10. ARBITRATION AND CLASS ACTION WAIVER

10.1 IMPORTANT NOTICE

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

This Section does not apply if you are (i) a resident of the EEA, or any jurisdiction which does not allow these arbitration provisions; (ii) if you opt out of arbitration as provided in this section, or (iii) qualify for the exceptions provided below.

10.2 INFORMAL PROCESS FIRST

You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

10.3 ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to the Company Entities including the Services, the Prizes, and any use or access or lack of access thereto, will be resolved by binding arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

10.4 EXCEPTIONS

Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

• disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
• disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
• intellectual property disputes.

10.5 COSTS OF ARBITRATION

Each party is responsible for its own costs and expenses related to arbitration and the Claim, except that fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules.

OPT-OUT OF ARBITRATION. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to optout@wagrco.com or to the U.S. mailing address listed in the "How to Contact Us" section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use or use of the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them. Claims within small claims court jurisdiction are exempt from arbitration, allowing users to pursue individual legal action where permitted.

10.6 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.

For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION.

If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

11. ADDITIONAL PROVISIONS

11.1 SMS MESSAGING AND PHONE CALLS

Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialling system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of using the App. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word "STOP" to the sender using the mobile device that is receiving the messages, or by contacting support@wagr.co. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

11.2 UPDATING THESE TERMS

We may modify these Terms from time to time in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

11.3 TERMINATION OF LICENSE AND YOUR ACCOUNT

If you breach any of the provisions of these Terms, all licenses granted by the Company terminate immediately and automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason and without any obligation or liability to you. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name and any Prizes, and amounts in your account may be forfeited. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity. Wagr reserves the right to suspend or terminate user accounts for violations of these Terms, suspected fraudulent activity, or any behavior deemed detrimental to the platform's integrity or user community.

11.4 INJUNCTIVE RELIEF

You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

11.5 CALIFORNIA RESIDENTS

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. For information about your privacy rights as a California resident, please refer to the "Specific Disclosures for California Residents" section in our Privacy Policy.

11.6 EXPORT LAWS

You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

11.7 FORCE MAJEURE

Neither the Company, any user, nor any other party involved in creating, producing, or delivering the Services or Content shall be liable with respect to any damages, injuries, non-performance or delay in performance by reason of any act of God, weather, fire, flood, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute, or any other cause beyond its respective control.

11.8 GOVERNING LAW AND EXCLUSIVE VENUE

To the extent that these Terms allow you or us to initiate litigation in a court, other than for small claims court actions, both you and the Company agree to the exclusive jurisdiction of and venue in the state and federal courts located in the State of Delaware. Each of the parties hereto waives any objection to jurisdiction and venue in such courts. These Terms and your use of the Services are governed by the laws of the State of Delaware, excluding its conflicts-of-law rules. If you are resident in a member state of the EEA or a country in which this clause is prohibited by local law, this section does not apply to you, and does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your country. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. Any disputes arising from or relating to the use of Wagr's services, including but not limited to game outcomes, prize distributions, or account issues, shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

11.9 MISCELLANEOUS

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

11.10 HOW TO CONTACT US

You may contact us regarding the Services or these Terms at: [ADDRESS] by phone at [ ] or by e-mail at support@wagr.co.

© 2025 WagrGames Inc. All rights reserved.