Terms of Use

1. OVERVIEW AND ACCEPTANCE OF TERMS

Sportzap is an online marketplace platform that connects athletes ("Athletes"), fans ("Fans"), and brands ("Brands") (each, a "User" and collectively, "Users"). Through the Platform, Users may send voluntary fan tips ("Zaps"), enter into sponsorship and promotional opportunities ("ZapDeals"), and access related services made available through Sportzap and its third-party service providers.

By accessing or using the Platform, you represent and warrant that: you are at least eighteen (18) years of age; you have the legal authority and capacity to enter into these Terms; all information you provide to Sportzap is accurate and complete; and your access to and use of the Platform will comply with these Terms and all applicable laws and regulations.

If you access or use the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case "you" and "your" refer to both you and that entity.

2. DEFINITIONS

For purposes of this Agreement, the following defined terms shall have the meanings set forth below:

• "Athlete" means an individual who registers with the Platform as an athlete and completes any identity verification or account verification procedures required by Sportzap.
• "Brand" means a business, organization, or individual that registers with the Platform to engage Athletes for sponsorships, endorsements, promotional campaigns, or other commercial opportunities.
• "Fan" means an individual who registers with the Platform to interact with Athletes, send Zaps, support ZapDeals, or otherwise use the Platform's services.
• "Payment Processor" means one or more third-party payment service providers designated by Sportzap to facilitate payments and other financial transactions through the Platform.
• "Platform" means the Sportzap website, mobile application, software, APIs, and all related products, features, content, and services made available by Sportzap.
• "User" means an Athlete, Fan, Brand, or any other individual or entity that accesses or uses the Platform.
• "User Content" means any text, photographs, videos, audio, images, data, information, comments, messages, or other content that a User submits.
• "Zap" means a voluntary, gratuitous monetary tip sent by a Fan or Brand to an Athlete through the Platform.
• "ZapDeals" means a sponsorship, endorsement, promotional, NIL, or other commercial opportunity entered into between a Brand and an Athlete through the Platform and documented through the applicable Deal Terms and the ZapDeal Agreement.
• "ZapDeal Agreement" means Sportzap's standard Brand-Athlete agreement, as may be updated from time to time, which governs the legal relationship between a Brand and an Athlete in connection with a ZapDeal.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age and Legal Capacity

The Platform is intended solely for individuals who are at least eighteen (18) years of age. By creating an account or using the Platform, you represent and warrant that you are at least eighteen (18) years old, have the legal capacity to enter into this Agreement, and will comply with all applicable laws. Sportzap reserves the right to request proof of age or identity at any time and may suspend or terminate any account that fails to satisfy these eligibility requirements.

3.2 Account Registration

To access certain features of the Platform, you must create an account. You agree to:

• provide accurate, current, and complete registration information;
• maintain and promptly update your account information;
• maintain the confidentiality of your login credentials;
• not permit any other person to access or use your account; and
• promptly notify Sportzap of any unauthorized use of your account or any other suspected security breach.

You are responsible for all activities occurring under your account until you notify Sportzap of unauthorized access and Sportzap has had a reasonable opportunity to respond.

3.3 Identity Verification (KYC)

Sportzap may require Users to complete identity verification or other Know Your Customer ("KYC") and Anti-Money Laundering ("AML") procedures before accessing certain features of the Platform or receiving payments. Athletes must successfully complete any required verification before becoming eligible to receive payouts.

Identity verification services may be performed by one or more independent third-party providers designated by Sportzap. By submitting information for verification, you authorize Sportzap and its verification providers to collect, process, and verify your information as necessary to provide the Platform and comply with applicable law.

Sportzap may rely on the results of any verification process but does not guarantee the accuracy, completeness, or availability of any third-party verification services and is not responsible for any delays, errors, or decisions made by those providers. Sportzap reserves the right to suspend, restrict, or terminate any account that fails to complete or maintain satisfactory verification.

3.4 Athlete Verification

Users registering as Athletes may be required to provide documentation reasonably requested by Sportzap to verify their athletic identity, eligibility, affiliation, or status. Acceptable documentation may include league, collegiate, amateur, or organizational affiliations, competition history, or other information reasonably requested by Sportzap. Sportzap may periodically review Athlete eligibility and reserves the right to modify, suspend, or revoke Athlete status if verification requirements are no longer satisfied.

3.5 Brand Registration and Verification

Brands must provide accurate business and contact information and any additional information reasonably requested by Sportzap. The individual registering or acting on behalf of a Brand represents and warrants that he or she has the authority to bind the Brand to these Terms and to any ZapDeals entered into through the Platform.

Sportzap may, in its discretion, require Brands to complete business verification, provide documentation demonstrating the Brand's legal existence or the individual's authority to act on the Brand's behalf, or satisfy other verification requirements before granting or maintaining access to certain Marketplace features. Sportzap may suspend, restrict, or terminate a Brand's access to the Platform if it determines that the information provided is inaccurate, incomplete, misleading, or cannot be reasonably verified.

4. PAYMENT PROCESSING AND FINANCIAL TERMS

4.1 Payment Processor

Sportzap uses one or more independent third-party payment processors to facilitate payments made through the Platform. By using the Platform's payment features, you agree to comply with the applicable payment processor's terms, conditions, and privacy policy. Sportzap may change or add payment processors from time to time without notice. Sportzap does not control, and is not responsible for, the services, availability, security, policies, or acts or omissions of any third-party payment processor. All payment transactions are subject to the applicable payment processor's approval, policies, and procedures.

4.2 Sportzap as Payment Facilitator — Not Escrow or Fund Holder

SPORTZAP FACILITATES PAYMENTS BETWEEN USERS BUT DOES NOT HOLD OR CUSTODY USER FUNDS OR DIGITAL ASSETS. SPORTZAP IS NOT A BANK, ESCROW AGENT, PAYMENT PROCESSOR, OR FINANCIAL INSTITUTION.

All payments made through the Platform are processed by independent third-party payment processors. Sportzap transmits payment instructions to the applicable payment processor but does not receive, hold, control, or take custody of User funds or digital assets in connection with Zaps, ZapDeals, or any other transaction conducted through the Platform.

All payment authorizations, settlements, chargebacks, refunds, payment disputes, and related matters are governed by the applicable payment processor's policies and procedures. Sportzap has no obligation or ability to hold, freeze, release, recover, or reverse funds or digital assets once a transaction has been submitted to the applicable payment processor.

4.3 Platform Fees

Sportzap may charge platform service fees in connection with certain features, services, or transactions made through the Platform. Any applicable fees will be disclosed to you before you complete the applicable transaction.

Sportzap reserves the right to modify its fees at any time upon reasonable notice, including by posting updated fee schedules on the Platform. Your continued use of the Platform following the effective date of any fee change constitutes your acceptance of the revised fees.

Unless otherwise expressly stated, all fees are exclusive of applicable taxes, payment processor fees, network fees, or similar third-party charges, which are your responsibility. Except as required by applicable law or expressly provided in these Terms, all fees paid through the Platform are final and non-refundable.

Current platform fees are available at www.sportzap.io and may vary depending on the payment method or transaction type.

4.4 Taxes and Transaction Records

SPORTZAP DOES NOT PROVIDE LEGAL, TAX, OR ACCOUNTING ADVICE. Each User is solely responsible for determining, reporting, and paying any taxes arising from the User's activities on or through the Platform, including any applicable income, self-employment, sales, use, value-added (VAT), goods and services (GST), withholding, or similar taxes.

Sportzap may make transaction history and account activity available through the Platform for your convenience. Any such information is provided for informational purposes only and should not be considered an official accounting record, tax document, or financial statement. Users are responsible for maintaining their own books and records and should consult their own legal, tax, or accounting advisors regarding their reporting obligations.

Except as required by applicable law, Sportzap has no obligation to prepare, issue, or file tax forms or reports on behalf of any User. Nothing in these Terms creates any legal, tax, accounting, or fiduciary relationship between Sportzap and any User.

4.5 Chargebacks and Unauthorized Transactions

Users are responsible for all transactions initiated through their accounts. If you believe a transaction was unauthorized or made in error, you should promptly notify Sportzap and, where applicable, the relevant payment processor or your financial institution.

Sportzap reserves the right, in its reasonable discretion, to investigate any disputed, fraudulent, or unauthorized transactions and to suspend or terminate accounts that engage in excessive chargebacks, payment disputes, fraudulent activity, or violations of these Terms. Sportzap may cooperate with its payment processors, financial institutions, and law enforcement authorities in connection with any such investigation.

To the extent permitted by applicable law, Users remain responsible for any chargebacks, payment reversals, processor fees, or other losses resulting from fraudulent activity, misuse of the Platform, or violations of these Terms.

5. ZAPDEALS

5.1 Nature of ZapDeals

Sportzap may make available a standardized ZapDeal Agreement to facilitate sponsorships, endorsements, NIL arrangements, and other commercial relationships between Brands and Athletes. Each ZapDeal consists of the applicable Deal Terms agreed to by the Parties together with the ZapDeal Agreement incorporated by reference. The Brand and Athlete are solely responsible for reviewing and accepting the terms of each ZapDeal before entering into it.

5.2 Sportzap's Role — Facilitator Only

Sportzap's role is limited to providing the Platform and related services. Sportzap does not negotiate, draft, review, monitor, enforce, or guarantee any ZapDeal and does not act as an agent, representative, broker, employer, or fiduciary of any User. Sportzap makes no representations or warranties regarding the legality, enforceability, performance, quality, or outcome of any ZapDeal or the qualifications, reliability, or conduct of any User. Sportzap does not negotiate or modify the commercial terms of any ZapDeal and does not provide legal advice regarding the suitability or enforceability of the ZapDeal Agreement.

5.3 Marketplace Standards and Platform Integrity

Although Sportzap does not review, negotiate, or provide legal advice regarding ZapDeals, Sportzap reserves the right, but has no obligation, to review, reject, remove, suspend, or restrict any ZapDeal, listing, or other Marketplace activity that it reasonably believes violates these Terms, applicable law, the rights of any third party, or the integrity of the Platform, or that it determines to be fraudulent, deceptive, abusive, exploitative, or otherwise harmful to Users or the Marketplace.

Sportzap's exercise of this discretion does not constitute legal advice, legal review, or a determination regarding the fairness, enforceability, or legality of any ZapDeal, and Sportzap assumes no duty to review or monitor Marketplace activity.

5.4 User Responsibility and Disputes

Each Brand and Athlete is solely responsible for negotiating, reviewing, performing, and enforcing the terms of any ZapDeal. Sportzap does not mediate, investigate, arbitrate, or resolve disputes between Users arising out of or relating to a ZapDeal and has no obligation to intervene in any such dispute. Any dispute concerning a ZapDeal, including payment, performance, breach, or interpretation, is solely between the applicable Brand and Athlete.

Sportzap is not liable for any act, omission, default, or breach by any User in connection with a ZapDeal. Sportzap is not responsible for determining whether either Party has complied with a ZapDeal and shall have no obligation to interpret or enforce any provision of the ZapDeal Agreement.

5.5 Electronic Signature and Contract Records

Sportzap may provide access to one or more third-party electronic signature service providers, including SignWell, to facilitate the execution of ZapDeals. By using such services, you agree to the applicable third-party provider's terms and acknowledge that Sportzap is not responsible for the availability, performance, security, or legal effect of any third-party electronic signature service.

Sportzap does not provide legal advice and does not review, draft, interpret, or determine the enforceability of any ZapDeal. Each User is solely responsible for ensuring that any ZapDeal complies with applicable law and accurately reflects the parties' agreement.

Sportzap may make executed ZapDeals available through the Platform for your convenience. However, each User is responsible for downloading and maintaining independent copies of all executed agreements and related records. Sportzap does not guarantee the continued availability or retention of any documents stored through the Platform.

Sportzap may generate, populate, or prefill portions of a ZapDeal Agreement using information provided by the Users. Each User remains solely responsible for reviewing the completed agreement before signing or accepting it.

5.6 Independent Contractors

Athletes using the Platform act as independent contractors and are not employees, agents, representatives, partners, joint venturers, or franchisees of Sportzap. Nothing in these Terms, the Platform, or any ZapDeal creates or will be construed as creating any employment, agency, partnership, joint venture, franchise, fiduciary, or similar relationship between Sportzap and any User, or between Sportzap and any party to a ZapDeal.

5.7 ZapDeal Non-Performance and Complaint-Based Removal

Sportzap expects Athletes to fulfill the commitments they voluntarily accept through ZapDeals. Although Sportzap is not a party to any ZapDeal and does not resolve disputes between Users, Sportzap may receive and review complaints regarding an Athlete's alleged failure to perform obligations under a ZapDeal.

To help maintain the integrity of the Platform, Sportzap may, in its reasonable discretion, take appropriate action in response to repeated or serious complaints, including requesting additional information, restricting an Athlete's ability to accept new ZapDeals, suspending or terminating an account, or taking any other action permitted under these Terms.

Nothing in this Section obligates Sportzap to investigate, resolve, or determine the merits of any complaint or creates any right in favor of any User regarding how Sportzap responds to a complaint. Sportzap retains reasonable discretion in administering and enforcing its Platform policies.

5.8 Eligibility and Compliance Complaints

Sportzap may receive communications from educational institutions, athletic departments, conferences, governing bodies, NIL collectives, agents, unions, compliance organizations, or other third parties regarding an Athlete's eligibility, compliance, or use of the Platform. To help protect the integrity of the Platform and its Users, Sportzap may, in its reasonable discretion, review such communications and take appropriate action, including requesting additional information, restricting Platform access, suspending an account, or terminating an account.

Sportzap is not responsible for interpreting or enforcing any league, conference, institutional, NIL, or other eligibility rules and has no obligation to investigate, resolve, or determine the merits of any eligibility or compliance issue. Sportzap's decisions regarding Platform access and account status are made solely for purposes of administering the Platform and do not constitute a determination regarding any User's legal rights, eligibility, or compliance with applicable rules or laws.

5.9 Eligibility and Compliance Complaints

Standard Form Agreement. Sportzap may provide standardized agreement templates, including the ZapDeal Agreement, solely as a convenience to Users. Such documents are provided for general informational purposes only and do not constitute legal advice. Sportzap does not represent or warrant that any form agreement is appropriate for a particular transaction, jurisdiction, athlete, brand, sport, league, conference, institution, or applicable law. Users are solely responsible for determining whether a ZapDeal and the associated agreements satisfy their legal and business requirements, and are encouraged to consult independent legal counsel before entering into any binding agreement.

6. ZAPS

Zaps are voluntary monetary payments made by Fans or Brands to Athletes through the Platform. Except as required by applicable law, Zaps are final and non-refundable once processed. Sportzap makes no representations regarding the tax treatment of Zaps, and each User is solely responsible for determining and satisfying any applicable tax obligations arising from the sending or receipt of a Zap. Sportzap does not guarantee the successful processing or delivery of any Zap and is not responsible for payment failures, delays, reversals, or other issues caused by any third-party payment processor or financial institution.

7. USER CONDUCT AND PROHIBITED USES

7.1 General Conduct Standards

You agree to use the Platform only in compliance with these Terms and all applicable laws.

7.2 Prohibited Activities

Without limiting the foregoing, you agree that you will NOT:

• Misrepresent your identity, qualifications, athletic status, or affiliation in any manner;
• Submit false, fraudulent, misleading, or deceptive information or content to the Platform;
• Use the Platform to transmit, distribute, or otherwise facilitate any spam, unsolicited communications, pyramid schemes, or similar fraudulent activities;
• Violate or circumvent any Know Your Customer (KYC) or identity verification procedures;
• Engage in, facilitate, or attempt any money laundering, structuring of payments, fraud, or other financial crime;
• Post, transmit, or otherwise make available any content that is defamatory, harassing, abusive, obscene, pornographic, discriminatory, or otherwise objectionable;
• Violate the intellectual property rights of Sportzap or any third party;
• Attempt to gain unauthorized access to any portion of the Platform, other User accounts, or third-party systems connected to the Platform;
• Use any scraper, crawler, robot, spider, or other automated means to access the Platform without Sportzap's prior written consent;
• Use the Platform to harass, threaten, stalk, or intimidate any User or third party;
• Circumvent any technological protection measures or access restrictions on the Platform;
• Violate any applicable Name, Image, and Likeness (NIL) laws, regulations, institutional policies, conference rules, governing body requirements, or disclosure, approval, or reporting obligations applicable to you;
• Use the Platform to enter into transactions that involve goods, services, or conduct that is illegal, regulated without proper licensure, or otherwise prohibited;
• Use the Platform to identify, contact, or solicit another User for the purpose of completing transactions outside the Platform in order to avoid Sportzap's fees, verification procedures, or other Platform protections. This restriction applies during your use of the Platform and for twelve (12) months following any introduction made through the Platform;
• Transfer, sell, lend, or authorize the use of your account, login credentials, or verified status by any other person, or use another User's account or impersonate any other User, person, or entity;
• Create, maintain, or operate more than one account (including after Sportzap has suspended or terminated a prior account of yours), or register on behalf of any person or entity other than yourself or your authorized organization;
• Solicit any other User's username, password, banking information, payment credentials, or other sensitive personal information, whether for a stated commercial purpose or otherwise; or
• Interfere with, disrupt, impair, overload, disable, or compromise the security, integrity, or operation of the Platform or any related systems or networks.
• Use the Platform, its content, or User Content to train, develop, improve, or validate any artificial intelligence, machine learning model, or similar automated system without Sportzap's prior written consent.

8. ATHLETE-SPECIFIC TERMS

8.1 General Athlete Representations

By registering as an Athlete, you additionally represent, warrant, and agree that:

• You are a genuine competitive athlete (professional, collegiate, or amateur) and will promptly update your account if your athletic status changes;
• You have the legal right to offer your name, image, likeness, and athletic identity on the Platform and to enter into ZapDeals;
• You are solely responsible for compliance with all applicable NIL disclosure and reporting requirements in your sport and jurisdiction, including reporting obligations to any professional league, sports association, agent, or governing body;
• Sportzap does not provide legal, financial, or career advice regarding your use of the Platform, and you should consult qualified advisors as appropriate;
• You are responsible for paying all taxes applicable to income earned through the Platform;
• You will fulfill obligations accepted under ZapDeals in good faith and in accordance with the terms of each applicable contract;
• You will not use the Platform to make endorsements or representations that you know to be false or misleading.
• You acknowledge that Sportzap may restrict, suspend, or terminate your account in accordance with these Terms, including in response to complaints regarding your performance under a ZapDeal, as described in Section 5.6.
• You represent and warrant that, prior to registering on the Platform and prior to entering into any ZapDeal or receiving any Zap, you have reviewed (or knowingly elected not to review) all rules, bylaws, policies, codes of conduct, and guidelines of every athletic governing body, conference, educational institution, league, federation, union, agency, NIL clearinghouse, NIL collective, sports academy, or training program to which you are subject, and that you have independently determined that your use of the Platform does not violate any of them;
• You acknowledge that laws and rules governing Name, Image, and Likeness (NIL), athlete compensation, endorsements, and eligibility vary by jurisdiction, institution, league, and sport and may change over time. You are solely responsible for monitoring and complying with those requirements.
• You are solely responsible for making any disclosures, obtaining any approvals, and satisfying any reporting obligations required by any educational institution, athletic organization, governing body, agent, league, conference, or other third party applicable to you.
• You represent and warrant that, to your knowledge, no Zap or ZapDeal you accept through the Platform constitutes an impermissible recruiting inducement, pay-for-play arrangement, or other prohibited benefit under any law or rule applicable to you.

8.2 Amateur, Collegiate, and Student-Athlete Compliance

Sportzap does not determine whether any Athlete's use of the Platform complies with applicable Name, Image, and Likeness (NIL) laws, institutional policies, league rules, conference requirements, eligibility rules, or other governing body requirements. Each Athlete is solely responsible for determining and maintaining compliance with all laws, regulations, and rules applicable to their athletic status, including any disclosure, approval, registration, or reporting obligations.

Sportzap does not monitor or enforce compliance with any educational institution, athletic conference, league, governing body, NIL collective, or other organization's rules and is not responsible for determining whether any Zap, ZapDeal, or other Platform activity is permissible under those rules.

To the fullest extent permitted by applicable law, Sportzap disclaims any liability arising from an Athlete's use of the Platform, including any loss of eligibility, amateur status, scholarship, competitive standing, endorsement opportunities, sanctions, penalties, investigations, or disputes resulting from the Athlete's failure to comply with applicable laws or governing rules.

Athletes who are uncertain about their eligibility or compliance obligations should consult their educational institution, athletic department, league, governing body, agent, compliance office, or independent legal counsel before using the Platform.

9. BRAND-SPECIFIC TERMS

By registering as a Brand, you additionally represent, warrant, and agree that:

• You have full legal authority to bind your organization to these Terms and to any ZapDeals entered into through the Platform;
• Your use of the Platform and any ZapDeals entered into comply with all applicable advertising, marketing, endorsement, and consumer protection laws, including FTC guidelines regarding endorsements and testimonials;
• You will not direct or instruct Athletes to make false, misleading, or deceptive claims in connection with any ZapDeal;
• You are solely responsible for the content, legality, and outcomes of any advertising or marketing activities conducted through ZapDeals;
• Sportzap does not endorse, guarantee, or take responsibility for any product, service, or claim made through a ZapDeal;
• You are solely responsible for all taxes and legal compliance obligations arising from your Brand activities on the Platform;
• You represent and warrant that no Zap or ZapDeal offered through the Platform is intended to constitute an impermissible recruiting inducement, pay-for-play arrangement, or other prohibited benefit under any law or rule applicable to the participating Athlete; and
• You are solely responsible for determining whether any Zap or ZapDeal complies with applicable laws, institutional policies, league rules, conference requirements, NIL obligations, and other rules applicable to the participating Athlete. Sportzap makes no representation regarding any Athlete's eligibility or compliance and assumes no responsibility for any consequences arising from a Brand's use of the Platform.

10. INTELLECTUAL PROPERTY

10.1 Sportzap's Intellectual Property

The Platform, including but not limited to its software, code, design, graphics, logos, trademarks (including the "Sportzap" name and wordmark), service marks, text, and all other content created by Sportzap (collectively, "Sportzap IP"), are the exclusive property of Sportzap LLC or its licensors and are protected by U.S. and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose in accordance with these Terms. No other rights are granted.

You may not copy, modify, distribute, transmit, publicly display, reproduce, create derivative works from, or use any Sportzap IP without Sportzap's prior written consent. Any unauthorized use of Sportzap IP may constitute trademark or copyright infringement and may result in civil or criminal penalties.

10.2 User Content

You retain ownership of your User Content. By submitting or posting User Content through the Platform, you grant Sportzap a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, transmit, and otherwise use your User Content solely as necessary to operate, maintain, improve, promote, and provide the Platform and related services. This license includes the right to permit Sportzap's service providers to process User Content on Sportzap's behalf in connection with providing the Platform.

You acknowledge and agree that certain User Content and profile information you choose to submit to the Platform, including your display name, username, profile photograph, biography, athletic information, and other profile details, may be publicly visible to other Users and visitors to the Platform, consistent with your account settings and the Platform's functionality.

You represent and warrant that you own or otherwise have all rights necessary to submit your User Content and grant the foregoing license, and that your User Content does not infringe or violate the rights of any third party.

Except as expressly disclosed in the Privacy Policy or with your consent, Sportzap will not use User Content to train or develop artificial intelligence or machine learning models.

10.3 Feedback

If you submit suggestions, ideas, improvements, or other feedback about the Platform ("Feedback"), you grant Sportzap an irrevocable, perpetual, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without any compensation or obligation to you.

10.4 Limited Trademark License for Users

Sportzap owns all right, title, and interest in and to its trademarks, service marks, brand names, logos, and trade dress, including the SPORTZAP name and wordmark, the ZAP and ZAPDEAL marks, and any associated logos (collectively, the "Sportzap Marks"). Subject to your continued compliance with these Terms and your good standing on the Platform, Sportzap grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Sportzap Marks solely (a) in materials made available to you by Sportzap for that purpose, or (b) to truthfully indicate that you are an Athlete, Fan, or Brand on the Platform (e.g., "Available on Sportzap" or equivalent).

All goodwill arising from your use of the Sportzap Marks inures solely to the benefit of Sportzap. You agree that you will not: (i) use, register, or apply to register any Sportzap Mark, the term "SPORTZAP," "ZAP," "ZAPDEAL," or any term confusingly similar to any of the foregoing, as a business name, trade name, trademark, domain name, social media handle, or other indicator of source; (ii) modify, alter, or combine any Sportzap Mark with any other mark or material; or (iii) use any Sportzap Mark in a manner that disparages Sportzap or implies any endorsement, partnership, or affiliation that does not exist. This license terminates immediately upon termination of your account or upon any breach of this Section.

11. PRIVACY AND DATA

Sportzap's collection, use, storage, and disclosure of personal information is governed by the Sportzap Privacy Policy, which is incorporated into these Terms by reference. By accessing or using the Platform, you acknowledge that you have reviewed the Privacy Policy and consent to the data practices described therein. Certain Platform features are provided through independent third-party service providers, including payment processors, identity verification providers, and electronic signature providers. Information you submit in connection with those services is subject to the applicable third party's privacy policy and terms. Sportzap is not responsible for the privacy, security, or data handling practices of any third-party service provider.

12. THIRD-PARTY SERVICES AND LINKS

The Platform may integrate with or provide access to third-party products, services, websites, or applications, including payment processors, identity verification providers, electronic signature providers, analytics providers, and other service providers. Your use of any third-party service is governed solely by that provider's applicable terms, conditions, and privacy policy. Sportzap does not control, endorse, or assume responsibility for any third-party service, website, product, or content and is not liable for any loss, damage, or disruption arising from your use of or reliance upon any third-party service.

13. DISCLAIMERS OF WARRANTIES

THE PLATFORM AND ALL RELATED SERVICES, CONTENT, USER CONTENT, ZAPDEALS, AND THIRD-PARTY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPORTZAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, OR UNINTERRUPTED OPERATION.

Sportzap does not warrant that the Platform will be error-free, secure, continuously available, or free of viruses or other harmful components. Sportzap further makes no warranty regarding the actions of Users, the validity or performance of any ZapDeal, or the services of any third-party provider. Sportzap does not guarantee that the ZapDeal Agreement is appropriate for every transaction or satisfies the legal requirements applicable to a particular User, jurisdiction, sport, league, institution, or governing body.

Some jurisdictions do not permit the exclusion of certain warranties. In those jurisdictions, the foregoing disclaimers apply to the fullest extent permitted by law.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPORTZAP LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "SPORTZAP PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM; (B) ANY ZAP, ZAPDEAL, OR OTHER TRANSACTION BETWEEN USERS; (C) THE ACTS OR OMISSIONS OF ANY USER OR THIRD-PARTY SERVICE PROVIDER; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT OR DATA; OR (E) THESE TERMS OR ANY OTHER MATTER RELATING TO THE PLATFORM, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF SPORTZAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SPORTZAP PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SPORTZAP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

These limitations of liability are a fundamental basis of the bargain between you and Sportzap and apply to the fullest extent permitted by applicable law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

15. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Sportzap LLC and its members, managers, officers, employees, agents, contractors, affiliates, successors, and assigns (collectively, the "Sportzap Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your access to or use of the Platform;

(b) your breach of these Terms or any representation, warranty, or obligation under these Terms;

(c) your violation of any applicable law, regulation, court order, or the rights of any third party, including any intellectual property, privacy, publicity, or contractual rights;

(d) your User Content or any content, information, or materials you submit, post, transmit, or otherwise make available through the Platform;

(e) any Zap, ZapDeal, or other transaction or relationship between you and another User, including any failure to perform your obligations;

(f) your failure to comply with any applicable Name, Image, and Likeness (NIL) laws, eligibility requirements, institutional policies, league or governing body rules, tax obligations, disclosure requirements, registration requirements, or other legal or regulatory obligations applicable to your use of the Platform; or

(g) any dispute between you and another User or any third party arising out of or relating to your use of the Platform.

You also agree to indemnify the Sportzap Parties from claims arising out of any ZapDeal, including any dispute concerning its negotiation, execution, interpretation, performance, or enforcement.

Sportzap reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully in the defense of any such matter. You may not settle any claim subject to this Section without Sportzap's prior written consent if the settlement imposes any obligation or liability on any Sportzap Party.

16. TERM, SUSPENSION, AND TERMINATION

16.1 Term

These Terms are effective as of the date you first access the Platform and continue in full force until terminated as set forth herein.

16.2 Termination by You

You may terminate your account at any time by using the account deletion feature in your dashboard or by contacting Sportzap at the support address provided on the Platform.

Termination of your account does not affect any rights or obligations that accrued prior to termination, including payment obligations, pending transactions, completed ZapDeals, or any provisions of these Terms that by their nature survive termination.

Notwithstanding account deletion, Sportzap and its third-party service providers may retain certain identity verification and transaction records as required to comply with applicable legal and regulatory obligations, including Know Your Customer ("KYC") and Anti-Money Laundering ("AML") recordkeeping requirements, which may mandate retention of such records for a period of years following account termination. Such retention is governed by the Sportzap Privacy Policy and applicable law.

16.3 Suspension and Termination by Sportzap

Sportzap may, in its reasonable discretion, suspend, restrict, or terminate your access to the Platform, with or without notice, if Sportzap reasonably determines that: (a) you have violated these Terms; (b) you have engaged in fraudulent, unlawful, deceptive, or harmful conduct; (c) you have failed to complete or maintain any required identity verification; (d) your account has generated excessive chargebacks, payment disputes, or other suspicious activity; (e) your conduct may expose Sportzap, its Users, or any third party to legal, financial, security, or reputational risk; (f) such action is required by applicable law, regulation, court order, or the request of a governmental authority; or (g) your conduct otherwise threatens the security, integrity, or operation of the Platform.

16.4 Effect of Termination

Upon termination of your account: (a) all licenses granted to you under these Terms immediately terminate; (b) you must cease all use of the Platform; (c) pending transactions may be completed, cancelled, or otherwise administered in accordance with these Terms and the applicable transaction; and (d) Sportzap may retain your information as required by applicable law or as necessary to resolve disputes or enforce these Terms. The following sections shall survive termination: Sections 2, 4, 5, 7, 10, 13, 14, 15, 17, 18, 19, and 20.

17. MODIFICATIONS TO TERMS

Sportzap may modify these Terms from time to time. Sportzap will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date above. For significant changes, Sportzap may also provide notice via email to your registered address. Your continued use of the Platform after any modification takes effect constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must cease using the Platform and terminate your account.

Sportzap may also add, modify, or discontinue any feature, service, or aspect of the Platform at any time without liability.

18. GOVERNING LAW

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be governed by and construed in accordance with the laws of the State of Washington, except where preempted by applicable federal law, without regard to its conflict of laws principles. To the extent any dispute is not subject to arbitration pursuant to Section 19, you consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and waive any objection to such jurisdiction or venue.

19. DISPUTE RESOLUTION; BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR PARTICIPATE IN A CLASS ACTION.

19.1 Informal Resolution

Before initiating arbitration or any legal proceeding, the party asserting a dispute must first provide the other party with written notice describing the nature of the dispute and the relief requested. The parties agree to make a good-faith effort to resolve the dispute informally for at least thirty (30) days after receipt of the notice before commencing arbitration. Notices to Sportzap shall be sent to the contact information identified in these Terms or otherwise made available on the Platform.

19.2 Binding Arbitration

Except as provided in Section 19.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, your use of the Platform, or the relationship between you and Sportzap shall be resolved exclusively through final and binding arbitration administered by JAMS in accordance with its applicable rules then in effect. Arbitration shall be conducted before a single neutral arbitrator in Seattle, Washington, unless the parties mutually agree to another location or to conduct the arbitration remotely where permitted by the applicable rules. The arbitrator shall have exclusive authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement and may award any remedy that would otherwise be available in a court of competent jurisdiction, subject to the limitations of liability and other provisions contained in these Terms.

Judgment on the arbitrator's award may be entered in any court having jurisdiction.

19.3 Class Action and Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SPORTZAP AGREE THAT ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE OR CLASS PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SPORTZAP ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

19.4 Exceptions

Nothing in this Section prevents either party from: (a) seeking temporary, preliminary, permanent, or other equitable or injunctive relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, or other rights for which monetary damages would be an inadequate remedy; (b) seeking to enforce this arbitration agreement or any arbitration award in a court of competent jurisdiction; or (c) bringing an action in a court of competent jurisdiction to collect amounts owed to that party, including unpaid Platform fees or other payment obligations arising under these Terms or a ZapDeal, where such claim is not otherwise subject to mandatory arbitration under applicable law.

19.5 Opt-Out

You may opt out of this arbitration agreement within thirty (30) days of first accepting these Terms by sending a written notice to admin@sportzap.io with the subject line "Arbitration Opt-Out" and including your name, email, and account information. Opting out will not affect any other provision of these Terms.

20. GENERAL PROVISIONS

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements incorporated by reference herein, constitute the entire agreement between you and Sportzap with respect to the Platform and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

20.2 Severability

If any provision of these Terms is held invalid, unlawful, void, or unenforceable by a court of competent jurisdiction or arbitrator, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20.3 No Waiver

Sportzap's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Sportzap to be effective.

20.4 Force Majeure

Sportzap shall not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, government actions, internet outages, power failures, or failures of third-party services. During any such event, Sportzap may, in its reasonable discretion and without liability to any User, suspend, restrict, or modify Platform features, ZapDeal facilitation, identity verification services, or payment-instruction transmission, and may extend any deadline applicable to Sportzap's performance for so long as the event continues.

20.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without Sportzap's prior written consent. Sportzap may freely assign or transfer these Terms or any of its rights or obligations hereunder, including in connection with a merger, acquisition, or sale of all or substantially all of Sportzap's assets, without notice or consent. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Nothing in these Terms shall be construed to give any third party any right, remedy, or claim under or in connection with these Terms.

20.7 Notices

Sportzap may provide notices to you by email to the email address associated with your account or by posting notices through the Platform. You may provide legal notices to Sportzap by email at admin@sportzap.io (or such other email address as Sportzap may designate from time to time). Notices are deemed effective upon transmission, provided that no delivery failure notice is received.

20.8 Contact

For questions, support, or concerns regarding these Terms or the Platform, please contact:

Sportzap LLC

Email: admin@sportzap.io

21. INTERNATIONAL USE AND CROSS-BORDER TRANSACTIONS

21.1 Global Platform Access

The Platform may be accessed from jurisdictions around the world. Sportzap makes no representation or warranty that the Platform, any feature of the Platform, or any transaction facilitated through the Platform is available, appropriate, or lawful in every jurisdiction. Users who access or use the Platform from outside the United States do so at their own initiative and are solely responsible for complying with all applicable laws and regulations.

21.2 User Responsibility for Local Law Compliance

Each User is solely responsible for determining whether their access to and use of the Platform, including receiving payments, sending Zaps, entering into ZapDeals, or engaging in any other activity through the Platform, complies with all laws, regulations, tax obligations, foreign exchange controls, licensing requirements, eligibility rules, and other legal requirements applicable in their jurisdiction. Sportzap makes no representation or warranty regarding the legality of the Platform or any transaction in any particular jurisdiction.

21.3 Currency and Exchange Rates

The Platform's primary operating currency is U.S. Dollars (USD). Payments processed through third-party payment providers may be subject to currency conversion, foreign transaction fees, exchange rate fluctuations, or other charges imposed by those providers or financial institutions. Sportzap does not establish or control exchange rates and is not responsible for any fees, conversion costs, or losses arising from currency fluctuations or payment processing.

21.4 Sanctions and Restricted Jurisdictions

You may not access or use the Platform if doing so would violate any applicable economic sanctions, export control laws, or trade restrictions, including those administered by the U.S. Office of Foreign Assets Control (OFAC). By using the Platform, you represent and warrant that you are not prohibited from using the Platform under any applicable sanctions or export control laws. Sportzap reserves the right to suspend or terminate access to the Platform if it reasonably believes that a User's access or use may violate applicable sanctions or export control laws.

22. DMCA AND COPYRIGHT TAKEDOWN PROCEDURE

22.1 Sportzap's Policy

Sportzap respects the intellectual property rights of others and expects Users to do the same. Sportzap complies with the provisions of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe that content available on or through the Platform infringes your copyright, you may submit a written DMCA takedown notice to Sportzap's designated DMCA agent.

22.2 DMCA Notice Requirements

A valid DMCA takedown notice must include the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf;
• Identification of the copyrighted work claimed to have been infringed, or if multiple works are covered by a single notification, a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity, with information reasonably sufficient to permit Sportzap to locate the material (e.g., URL or description);
• Your contact information, including your name, mailing address, telephone number, and email address;
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

22.3 DMCA Agent Contact

DMCA notices should be sent to Sportzap's designated copyright agent at admin@sportzap.io (or such other email address designated by Sportzap for copyright notices).

22.4 Counter-Notice

If you believe your content was removed as a result of mistake or misidentification, you may submit a written counter-notification to Sportzap's DMCA agent containing the information required under 17 U.S.C. § 512(g)(3). Upon receipt of a valid counter-notice, Sportzap may restore the removed content, subject to the DMCA process.

22.5 Repeat Infringers

Sportzap has adopted and reasonably implements a policy of terminating, in appropriate circumstances, the accounts of Users who are determined to be repeat infringers of copyrights or other intellectual property rights. Sportzap also reserves the right to suspend or terminate accounts upon a single instance of infringement where the circumstances warrant.

23. ELECTRONIC COMMUNICATIONS CONSENT

23.1 General Electronic Communications

By creating an account or using the Platform, you consent to receive electronic communications from Sportzap, including notices, disclosures, agreements, receipts, transaction confirmations, and other communications, by email or through the Platform. You agree that such electronic communications satisfy any legal requirement that they be in writing, to the fullest extent permitted by applicable law.

You are responsible for maintaining a current and accurate email address associated with your account. You may opt out of non-essential marketing communications at any time by following the unsubscribe instructions provided in those communications; however, you will continue to receive transactional, account-related, and legally required communications while your account remains active.

23.2 SMS, Phone, and Other Electronic Messaging Consent (U.S. Users)

If you are located in the United States, by providing a mobile phone number to Sportzap and using the Platform, you expressly consent to receive from or on behalf of Sportzap communications relating to the Platform — including service-related notices, transaction confirmations, security alerts, account updates, and (where you have not opted out) marketing or promotional messages — by autodialed, prerecorded, or artificial voice calls or SMS/text messages, by email, by in-Platform notification, by push notification, or by over-the-top messaging services such as WhatsApp, at any phone number or email address you provide in connection with your account, even if your phone number is registered on any federal or state do-not-call registry.

Standard message and data rates from your carrier may apply. Your consent to receive autodialed marketing or promotional communications is not a condition of using the Platform; you may opt out of marketing messages at any time as described in your account settings or by following the unsubscribe instructions in the relevant communication. You may continue to receive transactional and legally required communications so long as you maintain an active account.

23.3 Phone Number Changes

If you deactivate, release, port, or change a mobile phone number you have provided to Sportzap, you agree to update your account information promptly so that Sportzap does not send messages to a person who later acquires your former number. You agree that Sportzap shall have no liability for messages delivered in good faith to a number you have provided but failed to update.

24. BETA FEATURES AND PLATFORM CHANGES

Sportzap may, from time to time, offer beta, preview, or early-access features or services ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranties, representations, or service level commitments of any kind. Sportzap may modify, suspend, or discontinue Beta Features at any time without notice or liability. Your use of Beta Features is entirely at your own risk.

Sportzap reserves the right to modify, suspend, or discontinue any feature, service, functionality, or aspect of the Platform at any time, with or without notice, and without liability to you or any third party. Sportzap may also introduce new features that are subject to additional terms and conditions, which will be presented to you at the time of introduction.

BY USING THE SPORTZAP PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.