FanYield Terms and Conditions

Effective: 12th June 2024

Foreword

FanYield is a sports entertainment platform where Sports fans (“User” or “You”) collect cards featuring professional sport players (“Collectibles”) that are created in limited amount. Users can access a sports fantasy game, trade digital Collectibles, and earn prizes. The Website provides a marketplace for registered users to acquire, hold, and exchange Collectibles (collectively, the “Services”).

You can access Services on FanYield website application (“FanYield Website” or “Website”) that is operated by FanYield s.r.o. (“FanYield”, “We” or “Us”) located at “FanYield” (including any successor URLs).

These Terms and Conditions (“T&Cs” or “Terms”) govern your use of the FanYield Website.

Additionally, FanYield privacy policy (“Privacy Policy”) governs how we process any of the data that we receive through your use of the Website and Services. Depending on how you use the Website, additional terms (“Additional Terms”) may apply, including:

• The FanYield Marketplace terms if you submit ask order to sell a Collectible or bid order to buy Collectibles;

• The Squads Rules, if you enter into a fantasy Tournament;

• The Brand Guidelines, if you use any of FanYield marks or trademarks.

These Terms and Conditions and any Additional Terms (where applicable) form a legally binding agreement between You (or any involved parties such as your authorized successors, assignees, and beneficiaries) and FanYield (the “Agreement”) – please read them carefully.

The Agreement hereby represents the entirety of the agreement, overriding any prior or concurrent representations, understandings, or agreements between You and FanYield regarding the subject matter herein. Should any provision of this Agreement be deemed invalid or unenforceable by an arbitrator or a court of valid jurisdiction, that specific provision will be enforced to the fullest extent permitted under applicable law, while the remaining provisions of this Agreement will continue to be fully valid and effective.

For the purposes of these Terms, any capitalized terms, including their plural forms, shall have the meaning assigned.

FanYield created support center available at FanYield where you can find guides, and interesting articles (the “Support Center”). The materials provided in the Support Center are purely informative and not legally binding. We invite you to have a look or reach out to Us via the Support Center if you ever have any questions.

1. The FanYield Website

1.1. The Website and Services are owned and provided to User by FanYield s.r.o. (Limited Liability Company), a Czech company with a capital of 102 000 CZK, registered under number 21484732, with a registered address of Sídliště 1262, Třeboň II, 379 01 Třeboň.

1.2. The services include all products, offerings, games, events and features, including the Squads (as defined in the Fantasy Tournaments section below) and the marketplace, offered by FanYield through the Website (“Services”). Through the Website, you can acquire, collect, exchange, and use Collectibles to enter in fantasy Tournaments and compete against other Users.

1.3. The Website may contain links or content from services not operated by FanYield that provide additional content or features such as:

• payment services

• player data (“Third-Party Services”).

Whether or not integrated into the Website, these Third-Party Services are provided under the terms of use and privacy policy of the relevant third-party provider, under that provider’s sole responsibility. FanYield is not responsible or liable for the availability or accuracy of the Third-Party Services, or the services, products, or content available from the Third-Party Services. Please consult the relevant Third-Party Service’s terms and conditions and/or privacy policy for more information.

2. Account

2.1. Account Creation

FanYield is free to use. To sign up for a User account, you must provide:

• a first name;

• a last name;

• an e-mail address.

Alternatively, you can create an account by signing on through your Google account or Facebook account.

When creating a User account, you must agree to these Terms, and by doing so you represent and warrant that you:

(i) are eighteen (18) years old or older;

(ii) agree to these Terms and Conditions;

(iii) will use the Website, and/or Services in compliance with these Terms and any applicable law, rule or regulation;

(iv) you are not located in a country that the European Union and/or United Nations has placed embargo restriction on and you are not on the European Union or United Nations list of restricted parties or persons (including being included in the consolidated list of persons subject to EU financial sanctions). For the avoidance of doubt, you shall not attempt to use or access or use or access the Website or Services at any time from a country that the European Union and/or United Nations has placed embargo restriction on or if you are added to the European Union or United Nations list of restricted parties or persons.

2.2. Account Use

The Website, User accounts and Services are free for individual, non-commercial, personal use. You shall not sign up on behalf of or act in coordination with another individual, group of individuals and/or a company.

2.3. Username

While creating a User account, you will be given a username that will be associated with any purchases and the Squads participation of your User account.

2.4. Account Security

2.4.1. Please do not share your account information with third parties and observe other security best practices, such as

• choosing a strong password,

• using a password manager,

• storing your information securely.

We are not liable for the loss or theft of your password or other account information. It is your responsibility to take all measures to secure access to your login and account information, including your password. You are responsible for the actions of any person using your User account, including without your prior consent.

2.4.2. You agree to report any potential theft of your information, login information, or password, unauthorized access to your account and/or any other fraudulent or unauthorized third-party use of your account, to us as quickly as possible, by contacting our Support Team at support@fan-yield.com.

2.5. Prohibited Account Uses

2.5.1. Multiple Accounts

You may not create more than one User account and/or manage the User account(s) of other Users (even if given explicit permission by such Users). Only a natural person can create an account, and partnerships, joint ventures, and/or corporate accounts are prohibited.

2.5.2. Associating Accounts.

You may not collude with or otherwise act in association or conjunction with other User accounts, whether formally or informally, in order to attempt to circumvent or circumvent these Terms; attempt to create or create an unfair competitive advantage and/or other unfair or artificial advantage in the Game; or attempt to unfairly or otherwise artificially influence Collectible value, including but not limited to through directing other Users regarding actions on such Users’ respective User Account, lending, trading, buying, repeatedly selling and/or selling Collectibles below market value.

2.5.3. Account Re-creation. You may not create a new User Account if your User account has been temporarily suspended or if we have permanently deleted a User Account associated with you in the past.

3. Cash Balance

3.1. Cash Balance

Each user account participating in the Beta Testing phase will have a cash balance in virtual currency ("Paper Money"). This virtual currency is solely for testing purposes and does not grant the User any rights to withdraw or transfer Paper Money to their bank account.

4. Services

4.1. License Grant

Subject to your compliance with these Terms and any applicable Additional Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable personal license to use the Services.

5. Collectibles

5.1. Collectibles

Collectibles are unique digital trading cards featuring a professional athlete issued by IPO Pool. IPO Pool ensures the scarcity of the Collectible and the transparency of the Services.

5.2. Scarcity

Collectibles have varying levels of scarcity defined for each league. For example, a collectible may have a maximum of 20,000 shares in the EURO 2024 Football Tournament, with scarcity ensured by the IPO pool.

5.3. Value.

Collectibles are the digital equivalent of paper sports trading cards. They are sold without an investment purpose and/or for the purpose of gaining additional value, even if the Collectibles can be resold via the FanYield Marketplace.

5.4. IPO Pool Rewards

FanYield may reward Collectible owners by transferring cash from the IPO Pool to their Cash Balance based on the real-life success of players (“Rewards”). Examples of real-life success include scoring a goal in a professional match (“Reward Event”). Rewards are not guaranteed and may fluctuate depending on the size of the IPO Pool.

5.4. Rewards settlement

After a Reward Event occurs, Rewards will be credited to the Cash Balance the following day at 4:00 AM. If there is a delay in receiving Third Party Data, preventing the Service from processing the Rewards at that time, the Rewards will be credited to the User's Cash Balance at 4:00 AM on the next closest day after the Third Party Data of Reward Events are received.

5.5. Reward Events

Reward Events are real-life achievements of athletes such as:

• Scoring a goal,

• Assisting a goal,

• Making an interception,

• Successfully dribbling,

• Making a key pass,

• Making a save (Goalkeeper only),

• Achieving a clean sheet (Goalkeeper only),

• Winning a title,

• Winning a match.

Reward Events may be updated over the duration of the Service.

5.6. Reward Amount

Reward Amount is a sum that is being paid to the Cash Balance of Collectible Owners whenever an athlete achieves Reward Event.

Reward Amount for each Reward Event may fluctuate over the duration of the Service. Please refer to our Support Center article for more information.

5.7. Ownership

When you purchase a Collectible, you become the definitive owner, in accordance with these Terms (“Collectible Owner”). Except where otherwise explicitly stated to the contrary, you have the right to freely dispose of your Collectible (via sale, receiving IPO Pool Rewards and using Collectible in fantasy Tournaments).

5.8. Collectible Elements and Third-Party Rights

The player image, team branding (including trademarks and jerseys) and other elements figuring in the Collectibles are officially licensed from the relevant third-party rights holder (“Third-Party Collectible Elements”). This may include Third-Party Rights as defined herein.

5.9. License Restrictions.

You may not, under any circumstances and without FanYield prior written consent, attempt to carry out or carry out any of the following to the Collectibles, whether or not owned by you:

(i) use the Collectible and any of the Third-Party Collectible Elements for commercial purposes, advertising or promotion of a third-party product or service;

(ii) market merchandise or derivative that represents the purchased Collectible neither physical nor digital;

(iii) alter the image associated with the Collectible, and/or alter, edit or modify the Third-Party Collectible Elements in any other way;

(iv) attempt to claim any additional intellectual property rights relating to the Collectible or the Third-Party Collectible Elements;

(v) violate any applicable Third-Party Right;

and/or (vi) use the Third-Party Collectible Elements and/or the Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, defamation or otherwise infringe upon the rights of others, including the image right(s) of the featured player;

(vii) trade, distribute for profit (which includes, but is not limited to, transfer without consideration with the intention of potential future profit), or otherwise engage in any commercial activities involving merchandise that incorporates, contains, or is composed of the Third-Party Collectible Elements related to your Collectible.

6. Collectible Issuance

When Collectibles are first issued, Users are presented with choices to pick one Collectible from three options (“IPO Choices”). IPO Choices may award Users with different amount of Collectibles.

Multiple series of IPO Choices can be bundled into one item (“IPO Pack”).

In order to start this series of IPO Choices User have to acquire IPO Pack first. Each IPO Pack may include different amount of shares of Collectibles and different amount of series of IPO Choices.

An example of IPO Deck is F:L Premium Deck where User goes through series of three IPO Choices and each IPO Choice grants User 3 shares of picked Collectibles.

6.1. Whenever User opts to purchase IPO Pack through the Website its price is deducted from User Cash Balance.

6.2. In the event of a Service interruption or technical problem that is unforeseeable and/or outside of our reasonable control that causes user to interrupt IPO Pack opening, User is guaranteed to receive IPO Choices that were denied due to this service interruption or technical problem right after the Service interruption or technical problem is resolved.

7. IPO Pool

Whenever User acquires IPO Packs its proceeds are wired to the transparent bank account (“IPO Pool”). IPO Pool is used to redistribute the Rewards to Collectible Owners.

8. Collectible Exchange

8.1. Through the marketplace (as defined in the FanYield Marketplace).

You may sell your Collectibles to other Users or buy other Users’ Collectibles by placing an order for the relevant Collectible on the FanYield Marketplace. FanYield may, at its sole and absolute discretion, limit your ability to use the FanYield Marketplace (including, without limitation, the selling and trading of Collectibles) from time to time. Use of the FanYield Marketplace is governed by the FanYield Marketplace (article 9).

8.2. Disclaimer

To the fullest extent permitted by the applicable law, FanYield, its officers, agents, consultants, vendors, shareholders, employees, successors, assigns, directors, partners, subsidiaries, contractors and licensors are under no circumstances responsible or liable for any loss or damage that may occur during the sale, or exchange of Collectibles through the FanYield Marketplace.

9. Marketplace

9.1. Marketplace

FanYield operates as a broker and facilitator, connecting buyers and sellers of Collectibles that form a marketplace ('FanYield Marketplace”). The market is controlled by the forces of supply and demand. The market activity on FanYield Marketplace may regulated by liquidity providers. FanYield does not use any trading algorithms or other mechanisms to alter the prices or fluctuations of the Collectibles traded on the platform. Once are Collectibles purchased from an IPO Pool and held by Users, their value is determined by the interplay of supply and demand. FanYield does not engage in any activities that would manipulate the market or influence price changes. The platform provides a fair and transparent marketplace for the trading of Collectibles, and the prices of these Collectibles are determined by the actions of buyers and sellers.

9.1.1 FanYield Marketplace is a platform provided by FanYield that enables Users to buy, sell and create orders for Collectibles using an orderbook system using the Paper Money deposited at Cash Balance.

9.1.2 FanYield Marketplace operates as an Collectible exchange, allowing Users to trade Collectibles directly with each other. FanYield acts only as a facilitator and does not take any responsibility for the transactions that occur on the FanYield Marketplace.

9.1.3 The value of Collectibles traded on the FanYield Marketplace is determined solely by supply and demand and is not influenced by FanYield. Users are responsible for their own decisions and actions related to buying, selling, bidding, and ordering Collectibles on the FanYield Marketplace.

9.1.4 FanYield is not responsible for any disputes, disagreements, or issues arising from transactions on the FanYield Marketplace. Users are encouraged to use caution and exercise good judgement when participating in trades on the FanYield Marketplace.

9.1.5 FanYield Marketplace may be subject to technical difficulties, such as server crashes or lag, which may prevent Users from successfully completing trades. FanYield is not responsible for any technical issues that may arise and it is the responsibility of the User to ensure that their device and internet connection are functioning properly before participating in trades on the FanYield Marketplace.

9.1.6 FanYield is not responsible for any errors, bugs, or loss of funds caused by the orderbooks used in the platform. Users acknowledge and agree that they use the platform at their own risk, and FanYield will not be held liable for any issues that may arise from the use of orderbooks, including but not limited to, technical errors, bugs, or issues related to the orderbooks.

9.2. Trading Fees

Every time a trade is executed and an order is matched on the FanYield Marketplace, FanYield charges a fee from both the buyer and the seller. These fees will be displayed to the users before the trade is submitted, and users must agree to the fees before confirming the transaction. The fees collected by FanYield.

9.3. Fee Disclosure and User Consent

FanYield is committed to providing a transparent trading experience for its users. All applicable fees for a transaction, including those charged to both the buyer and the seller, will be clearly displayed before the trade is submitted. By confirming the transaction, users agree to pay the displayed fees as part of the trade execution.

9.4. Fee Updates and Changes

FanYield reserves the right to modify, update, or change its fee structure at any time, in its sole discretion. Any changes to the fee structure will be communicated to users through the platform, and users are responsible for reviewing and understanding the updated fees before submitting any trades. Continued use of the platform and participation in the FanYield Marketplace constitutes acceptance of any updated fee structure.

9.5. FanYield Marketplace Trading hours

Trading hours are scheduled from 4:00 AM to 0:00 PM (CET) and from 0:00 PM to 3:00 AM (CET). Trading is active 7 days a week (Monday to Sunday). FanYield reserves the right to modify, update, or change its trading hours structure at any time, in its sole discretion.

10. Payment

10.1. In Beta Testing there is no payment required nor is possible.

11. Fantasy Tournaments

11.1. You may test your sports knowledge by composing teams of your Collectibles and then entering your team in a virtual tournament. The virtual tournament tracks the real performance of the athletes represented on Collectibles you’ve added to your lineup (the “Squads”).

11.2. Participation in the Squads is governed by the fantasy tournament rules (the “Squads Rules”).

11.3.1. Squads gameplay basics

FanYield Squads consists of different tournaments that track the real performance of football players on the field (“Tournaments”). The Tournaments are accessible from a dedicated area fan-yield.com/squads ("Lobby") on the Website. The Squads and all Tournaments are free-to-play and no entry fee is required to enter a Lineup (as defined below). Your objective in the Squads is to use your football knowledge to create the best scoring team of Collectibles representing professional football players (“Lineup”) and enter into Tournaments to compete with other Users.

Each Lineup You enter must include five (5) to eleven (11) different Collectibles. The demanded quantities of entered Collectibles into Tournament may differ and in always stated in Special Tournament Rules (as defined below).

FanYield reserves the right, in its sole discretion, to determine the number and frequency of Tournaments. Each Lineup is awarded points based on the performance of each of the players featured in the relevant Collectible. Each player's points are awarded based on that player’s actual performance in real games during the Tournament. The winner of a Tournament is the User who finishes the Tournament period with the most points. The winning User and other participants may win a reward, as specified in the Lobby and outlined below.

11.3.2. Special Tournament Rules

Each tournament may have special Rules such as:

• different formation;

• different quantity of Collectibles required per position;

• different Squads Rewards;

• different Tournament Reward distribution rules;

• maximum User lineups per Tournament.

11.4 Eligibility

You need to have a valid FanYield account to participate in the Squads. You are prohibited from participating in the Squads where doing so would be in violation of the T&C.

11.4.1 Eligible Collectibles

To create Tournament lineup and join the Tournament you need sufficient quantity of Collectibles issued from IPO Pool.

11.4.2 Entry Period

To enter the Tournament Users have to lock their lineup before the beginning of last match of the tournaments. The time between the announcement of the Tournament and the beginning of the last match of the Tournament Users may assign their Lineups in the Tournament (“Entry Period”).

11.5. Scoring and Winning

11.5.1 Scoring system

Points are awarded for each player’s Collectible on the Lineup, on the basis of data provided by a Third-Party Service regarding the featured player’s real life performance in a game during the Tournament period. More information about the point systems are available on the Support Center.

11.5.2 The Winner

The winner of a Tournament is the User who composed the Lineup that was awarded the most points at the end of the Tournament period. In some Tournaments, rewards are also granted to Lineups finishing in other positions.

Winners are notified via their User account. Participants usernames will be displayed on the Website.

11.5.3 Tournament Placement Tiebreakers

Unless otherwise stipulated in the Squads Rules, in the event two User’s fantasy scores are tied, the User who submitted their Lineup with a Collectibles having the highest points earned will be placed higher. In a case where both Users best performing Collectibles hast the same points, the tie will be decided by a second tiebreaker. The second tiebreaker unless stipulated by the Squads Rules otherwise is: User who submitted their lineup first will be considered to have the higher score.

11.5.4 Delayed scoring

Due to circumstances that are outside of FanYield control, FanYield may not receive from the data partner a Players statistics in connection with a specific game in real-time. If FanYield does not receive a athlete’s full statistics before the scoring for a Tournament is closed (as indicated on the Website), you acknowledge and agree that only a limited number of statistics will be taken into account to determine that Player’s definitive scoring for that Tournament. Please refer to our Support Center article for more information.

11.6. Squads Rewards

11.6.1 Available rewards

Available rewards for winners are communicated during the Entry Period of the Tournament on the Website. The rewards(s) available will depend on the Tournament and may be based on your Lineups's final place on the Tournament leaderboard. The reward(s) granted for a given Tournament may be Cash Balance credits, merchandise or real-life experiences.

Following verification of each winner’s eligibility and compliance with Squads Rules, the Terms and Conditions and any other applicable Additional Terms, the prize(s) will be transmitted pursuant to these Squads Rules. By participating in the Squads, you give your express permission to be contacted by FanYield by email to administer rewards.

11.6.1.1. Cash Balance credits

Are credits that are added to Cash Balance of Users in an event of winning the Tournament or ranking high enought to be rewarded. Cash Balance credits can be used across Website to purchase IPO Packs or Collectibles on the FanYield Marketplace.

11.6.1.2. Merchandise You will provide the relevant requested information (including mailing address, sizing information as applicable and other information as reasonably requested) to FanYield in order to receive any merchandise rewards. Failure to provide such information within the timeframe specified by FanYIeld will result in your automatic forfeiture of the reward. You are responsible for any customs, duties, taxes or other fee(s) applicable to the merchandise. To the extent permitted by law, you agree to release, discharge and hold harmless, and waive any and all claims against FanYield in the event a merchandise reward is delayed or lost while in transit to you. FanYield will not replace or resend merchandise delayed or lost in transit. FanYield is not a seller or retailer.

11.6.1.3. Real Life Experiences

Any real life experience invitations or game/event/exhibition tickets awarded as a reward must be claimed within the time period specified by FanYield, if applicable. Except where clearly specified, TRAVEL AND LODGING IS NOT INCLUDED. Where specified, you may be able to request your geographic preference for the invitation or tickets being awarded as rewards. Tickets or invitations may not be exchanged, resold, offered for resale, or used for any commercial or promotional purpose whatsoever. Any such resale or commercial or promotional use may result in disqualification and reward forfeiture, and may invalidate the tickets or invitations. Tickets and Invitations are not redeemable for cash or credit. Rewards are nominative and personal, they are not transferable and may not be auctioned, traded, copied, transferred, modified or sold. Use of any game/event/exhibition ticket or invitation is subject to the standard terms, conditions, and health and safety policies applicable to the ticket or invitation. Tickets and seat locations at the relevant game are subject to availability. Guest(s) must be of legal age of majority in their relevant jurisdiction(s) of residence unless accompanied by a parent or legal guardian. Game dates and times may be subject to change. Failure to claim the invitation or ticket(s) awarded in the time period specified by FanYield will result in the automatic forfeiture of the relevant invitation or ticket(s), which FanYield may award to an alternative Tournament participant, in its sole discretion. The terms and conditions of the tickets awarded as part of any Tournament will govern in the event a game/event/exhibition is not played or held due to weather conditions, an act of God, an act of terrorism, civil disturbance, or any other reason. Each recipient and, where applicable, his/her guest(s) agree to comply with all applicable venue regulations in connection with the tickets. FanYIeld and its partners reserve the right to remove or to deny entry to any recipient and/or his/her guest(s) who engage in an unsportsmanlike or disruptive manner or with intent to annoy, abuse, threaten, or harass any other person at the game/event/exhibition. Released Parties (as defined below) will not be responsible for weather conditions; acts of God; acts of terrorism; civil disturbances; local, state, or federal regulation, order, or policy; work stoppage; epidemic, pandemic, or any other issue concerning public health or safety; or any other event outside of their control that may cause the cancellation or postponement of any game/event/exhibition. You additionally agree, to the extent permitted by applicable law, to release, discharge and hold harmless, and waive any and all claims against FanYield, all Partner Entities, and each of their respective parents, subsidiaries, officers, directors, employees, general and limited partners, shareholders, Users and any other company associated with the reward, and all of their respective officers, directors, employees, agents, and representatives (collectively, “Released Parties”) for any injury, damage, liability or loss of any kind that may occur, directly or indirectly, in whole or in part, from participation in the Squads and/or a Tournament.

11.6.2 Declining a Reward

In the event you do not want a merchandise or real life experience reward you have validly won, you may decline your reward by responding to the reward notification email. If you decline a reward, you will under no circumstances be entitled to an alternative reward or compensation. By declining a reward you renounce any claim to the reward.

11.7. Exclusion and Fraud

FanYield reserves the right to exclude any Users who do not comply or are reasonably suspected of not complying with Squads Rules, the Terms and Conditions, and any applicable Additional Terms. Any violation of Squads Rules, the Terms and Conditions, and/or any applicable Special Tournament Rules will result in the User’s immediate disqualification from the Tournament and other Service limits, as provided for in the Terms and Conditions.

12. Your Information, Content, and Feedback

12.1. Your Information

Please keep your User account information up to date. Note that pursuant to legal and/or regulatory requirements, we might request more information from time-to-time. We will contact you via your User account or the email associated with your User account if this is the case.

12.2. Your Content

You hereby grant and/or agree to grant to FanYield the transferable, sub-licensable, free of charge, global right to exclusively use, copy, distribute, adapt, creative derivative works, reproduce, distribute, modify, translate, and otherwise exploit, any content you produce when using the Services (including but not limited to username, comments, team composition, team name, etc.) (“Content”), by any present or future process and by any means of distribution on the Website, social networks, or media (such as TikTok, Facebook, X, Instagram, Reddit, etc.) or platforms (such as YouTube), e-banners and promotional emails or newsletter or in its internal documentation, whether in whole or in part, and whether as provided or as modified, for commercial or promotional purposes.

12.3. Your Feedback

We invite you to send us any feedback, comments, suggestions or ideas you have regarding the Website and/or the Services (“Feedback”) via Discord, X (formerly Twitter), or other social media platform, and/or by email to our team. When you send us Feedback, you agree to grant FanYield a transferable, sub-licensable, free of charge, worldwide and for the legal duration of the potential property rights in your Feedback, right to use, copy, distribute, adapt, create derivative works, reproduce, distribute, modify, translate, make publicly available or publicly display your Feedback, by any present or future process and by any means of distribution on the Website, social networks or media (such as TikTok, Facebook, X (formerly Twitter), Instagram, Reddit, etc.) or platforms (such as YouTube), e-banners and promotional emails or newsletter and in its internal documentation, whether in whole or in part, and whether as provided or as modified, for commercial or promotional purposes.

13. FanYield Content

13.1. Proprietary Content. The Website and the Services, including but not limited to its proprietary content, information, design, logos, text, graphics, images, icons, data, software, algorithms and scripts are and will remain the proprietary property of FanYield (“Proprietary Content”). Any unauthorized extraction or reproduction of the FanYield database is prohibited.

13.2. Nothing in these Terms should be construed as granting you any property, patent, or other right in the Proprietary Content. You may not copy, imitate, use, distribute, or otherwise commercialize, in whole or in part, any of the Proprietary Content without prior written permission from FanYield. For the avoidance of doubt, you may not use the Proprietary Content to promote third-party products and services without prior written permission from FanYield. You also agree to not apply for, register, or otherwise utilize FanYield’s trademarks or logos, or any elements that may cause confusion, in any jurisdiction worldwide without acquiring FanYield’s prior written consent for each specific use. FanYield reserves the right to withhold consent at its sole and absolute discretion.

13.3. For the avoidance of doubt, purchase of a Collectible does not confer any ownership or other rights in the Proprietary Content, Third-Party Collectible Elements, content, code, data or other materials or over FanYield’s rights and/or Third-Party Rights that may be associated with the Services.

14. Modification, Suspension or Discontinuation of the Services

14.1. We reserve the right to modify, suspend, or discontinue, in each case temporarily or permanently, part or all of the Services, products, offerings, promotions and/or features of the Website or Services, or we may introduce new features and/or Services. Modifications, can occur for any reason, including (without limitation):

• improvement of the Website or the Services (such as offering new, modified or updated services, offering different content or services),

• necessary modifications for technical reasons,

• an increased or decreased number of users,

• a change in the Website or Services, and/or other operational reasons, intellectual property obligations or claims, changes in licenses we hold from third parties or other third-party compliance requirements, significant changes due to specific and verifiable open market costs, necessary enhancements of the safety of users or third-parties or other material legal, regulatory, technical, marketing, product, or security reasons.

14.2. Users agree, to the fullest extent permitted by applicable law, that any modification, suspension or termination of access to the Services may be without notice, and that FanYield shall not be liable for the consequences of any such modification, suspension or termination.

14.3. If you do not agree to such modifications, you will have the right to terminate these Terms and delete your User account. If you do not delete your User account, your continued use of the Website, and/or the Services shall be considered as an implicit consent to the relevant modifications.

14.4. Inactive Accounts. We reserve our right, upon reasonable prior written notice, to delete a User account that has been inactive for more than six (6) months.

14.5. Beta Tests. In the event a beta feature, product, service, or offering (each a “Beta Testing”) is made available, we reserve the right to modify, suspend, or discontinue the Beta Testing, in each case temporarily or permanently, at FanYield’s sole and absolute discretion and without any liability to you.

15. Prohibited Website and Services Use

15.1. FanYield wants the Website and Services to be a place where all fans can get the most engaging and rewarding experience. In relation to the Website and Services, including your User account, Squads, and/or the FanYield Marketplace, you must not:
15.1.1. create material that is misleading and/or that intends to defraud or confuse other Users;
15.1.2. create material that is obscene, vulgar, abusive, threatening, defamatory, offensive, harassing, malicious, or pornographic or infringing on privacy or publicity rights, inciting violence, racial or ethnic hatred or which may be described as gross indecency or incitement to commit certain crimes or offenses;
15.1.3. attempt to gain unauthorized access to any other Users’ accounts and/or computer networks;
15.1.4. attempt to use or access or use or access another User’s account;
15.1.5. to represent that you work for FanYield;
15.1.6. use the Services and/or effectuate transactions from your or other Users’ Account(s) in an effort to engage in price manipulation, fraud or other deceptive activity;
15.1.7. conduct transactions that are suspicious, fraudulent, or otherwise disruptive of the normal functioning of the Services;
15.2. Additionally, and in order to maintain the integrity and proper functioning of the Website and the Services, there are certain restrictions regarding what you can do when visiting the Website or while using your User account. In connection with the Website, the Services, your user account, Squads and/or the FanYield Marketplace, you shall not:
15.2.1. attempt to access or access any non-public areas of the Website;
15.2.2. interfere with any access or use restrictions, attempt to prevent or prevent another User from accessing or using the Website, or Services, or disrupt, interfere and/or overburden the Website or the Services;
15.2.3. use any robot, web crawlers, or other automated means to access, scrape or scan the Website, and/or the Services and/or frame or mirror any part of the Website, App, and/or the Services in violation of these Terms;
15.2.4. use any data mining or data gathering or extraction methods, or otherwise collect information about FanYield, and/or the Services in violation of these T&Cs and/or its Users;
15.2.5. send junk email, spam, chain letters, phishing emails, unsolicited messages, viruses, worms, malware, ransomware or advertisements of any kind and for any purpose;
15.2.6. attempt to probe, scan, compromise or test the vulnerability of the Website, the Services, system or network or breach any security or authentication;
15.2.7. modify, adapt, translate, reverse engineer, disassemble or decompile any part of the Website and/or the Services (and/or any of their source code, algorithms, methods, or techniques) or create derivative works;
15.2.8. resell, sublicence, rent, lease, offer or otherwise commercialize any FanYield offering, product and/or feature or infringe FanYield’s intellectual property rights on the Website and its components;
15.2.9. use data collected from the Services for any commercial activity;
15.2.10. violate any applicable laws, regulations or rules (including these Terms and Conditions and/or any applicable Additional Terms);
15.2.11. remove or alter any copyright, trademark, confidentiality or other proprietary notices, designations, or marks from the Website and/or Services;
15.2.12. use the Website and/or the Services for any illegal or unauthorized purpose, including but not limited to for money laundering or other illicit financial activities.

16. Suspicious Activity and Violations

16.1. Suspicious Activity

16.1.1 Reporting Suspicious Activity.

We welcome you to report any fraudulent or illegal activities of other Users. FanYield in its sole and absolute discretion reserves the right to enquire into account activity considered suspicious and limit their access to the Services or Squads and/or temporarily suspend their User account during such investigation. If you would like to report suspicious activity, you may contact the Support Team via support@fan-yield.com. Any reporting will be kept strictly confidential and not disclosed to a third party, unless (i) to the extent required by applicable law or regulation, or (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (iii) in connection with any regulatory report, audit, or inquiry, or (iv) where requested by a regulator.

16.1.2. Investigations. FanYield reserves the right to enquire into account activity considered suspicious and limit your access to the Services or Squads and/or temporarily suspend your User account during such investigation, including where such activity has been flagged by other Users.

16.2. You shall not use the Website, Services, and/or your User account in any way that violates these Terms. FanYield reserves the right to limit a User account from accessing parts of the Services, temporarily suspend a User account and/or permanently suspend a User account where such User is suspected of violating or has actually violated these Terms and/or any other applicable Additional Terms. A temporary or permanent suspension of a User account will result in a cancellation of access to FanYield Marketplace.

16.2.1. Service Limits.

16.2.1.1. Game Ineligibility. We reserve the right to temporarily exclude you from the Game and/or remove you from any Tournament you are participating in if you are suspected of violating or have violated these Terms and Conditions.

16.2.1.2. Reward Ineligibility. We reserve the right to withhold any prize(s) you have won in the event you are suspected of violating or have violated the Terms and Conditions.

16.2.2. Account Suspension. We reserve our right to suspend a User account from accessing all or part of the Services, temporarily or permanently. Your User account will be suspended including but not limited to where you violate or are suspected to have violated any part of these Terms and/or any applicable Additional Terms.

16.3. Appeal Process. If we take any action pursuant to this Section, you may have a right of appeal. For further information you may contact the Support Team at support@fan-yield.com by providing us with the following information: your name, username, email address, the full details of the issue, and where applicable FanYield’s previous response to your complaint if any and why you disagree with the outcome. We will ensure to investigate your complaint and get back to you as soon as reasonably possible.

16.4. You agree and acknowledge that FanYield has no responsibility towards you. To the fullest extent permitted by applicable law, you will not file a lawsuit or seek compensation from FanYield, its, officers, agents, consultants, vendors, shareholders, employees, successors, assigns, directors, partners, subsidiaries, contractors and licensors resulting from or in connection with FanYield’s choice to revoke or refuse your access to any Services, suspend or end your access to the Services, or undertake any other action during an inquiry into a suspected breach or upon determination by FanYield that a violation of these Terms has occurred.

17. Indemnification

17.1. To the fullest extent permitted by applicable law, you will indemnify and hold harmless FanYield, its officers, agents, consultants, vendors, shareholders, employees, successors, assigns, directors, partners, subsidiaries, contractors and licensors against any claims, liabilities, damages, awards, judgments, losses, liabilities, obligations, penalties, fees, expenses (including, without limitation, attorneys’ fees) and costs in connection with:

• Your violation of these Terms;

• Your violation of the Squads Rules;

• Your use or misuse of the Services;

• Your violation of any third-party rights or your obligations to any third party, including the Third-Party Rights of any relevant Third-Party Collectible Elements and/or other Users;

• Your violation of any applicable law, regulation, or rule; and/or

• Your negligence, gross negligence and/or willful misconduct.

17.2. To the fullest extent permitted by applicable law, you agree and acknowledge that FanYield will not indemnify you for any claims, damages, liabilities, awards, judgments and/or losses related to or in connection with your use of the Website and/or Services.

18. Liability

18.1. General. To the fullest extent permitted by applicable law FanYield, its officers, agents, consultants, vendors, equity holders, employees, successors, assigns, directors, partners, subsidiaries, contractors and licensors disclaim all liability arising out of or in connection with the Website and/or Services. We shall not be held liable for:

• your reliance on any statement, information and/or data made available on the Website, the Services, and/or any social media platform or blog operated by FanYield;

• loss of Users’ Content, data, Collectibles;

• any event that may occur during the Collectible trading and that could impact notably but not limited to the price, its final design, etc.; temporary or permanent account suspensions;

• direct or indirect damage resulting from the use by a User or any third party of the Website, the App and/or Services;

• interruptions in the Website, or Services, and/or any losses caused by errors, bugs, breaches and/or malfunctions;

• technologies provided by Third Party Services (as defined below);

• a malfunction or cyberattack;

• any case of force majeure;

• any malware or other harmful elements contained in the Website and/or Services.

18.2. You understand and accept the risks inherent in the provision of information, online internet exchanges and experimental technologies such as sport player Collectible, and agree that FanYield, its officers, agents, consultants, vendors, shareholders, employees, successors, assigns, directors, partners, subsidiaries, contractors and licensors shall not be liable for any failure of the foregoing technologies and/or breach of the security of the Website and/or Services. Except in relation to any liability that cannot be excluded or limited by law, FanYield’s maximum, aggregate liability to an individual, relevant User, under and in connection with this these Terms, is limited to direct damages in an amount not to exceed the sum(s) actual paid by the individual, relevant User to FanYield in the twelve (12) months prior to the claim giving rise to such liability.

19. Assumption of Risk and Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE, AND/OR SERVICES IS AT YOUR SOLE RISK. THE WEBSITE AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST PERMITTED BY APPLICABLE LAW, FANYIELD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FANYIELD MAKES NO WARRANTY THAT

(A) THE SERVICES WILL MEET YOUR REQUIREMENTS;

(B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF ANY ERRORS, HARMFUL ELEMENTS AND/OR MALWARES;

(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY DATA PRESENTED THEREIN OR IN CONNECTION WITH, OR ON ANY THIRD-PARTY WEBSITE) WILL BE ACCURATE OR RELIABLE;

(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. TO THE FULLEST PERMITTED BY APPLICABLE LAW, FANYIELD DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSSES THAT MAY BE INCURRED BY YOU AS A RESULT OF USING THE WEBSITE, THE SERVICES, THE COLLECTIBLES.

In addition, you acknowledge and agree that:

19.1. the applicable price of a digital asset may be highly volatile, and fluctuations in other digital asset prices could significantly (and negatively impact) any resale value a Collectible may have. These factors may result in the potential for permanent and total loss of the value of a Collectible, if demand for the Collectible disappears. There is no representation or warranty that a Collectible will maintain a specific value or price if offered for resale. There is no representation or warranty that purchasers of Collectibles will not incur losses if they choose to resell a Collectible.

19.2. The Website does not store, send, or receive Collectibles. Collectibles exist solely through ownership records maintained on the Website’s supporting event driven database. Any Collectible transfers occur within FanYield Marketplace.

19.3. FanYield relies on internet-based services, and as such, you acknowledge that interruptions, delays, or downtime in internet connectivity may occur. These disruptions may impact the accessibility and functionality of the Services:

• Third-Party Services: FanYield may utilize or provide links or other access to Third Party Services for various functions. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, and other agreements with such third parties, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide FanYield with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. The reliability and security of these services are outside FanYield's direct control, and any issues with Third-Party Services may affect your experience on the platform. FanYield is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available Third-Party Services, or on the privacy practices of Third-Party Services. FanYield enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and the third party. FanYield will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on Third-Party Services.

• Data Security: Despite employing industry-standard security measures, internet-based services are susceptible to data breaches, hacking, or unauthorized access. You acknowledge the inherent risks associated with the transmission of information over the internet. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify FanYield of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. FanYield will not be liable for any loss or damage arising from your failure to comply with this paragraph.

To the fullest extent permitted by applicable law, you acknowledge that FanYield is not responsible for any communication failures, disruptions, errors, distortions, or delays experienced while using internet-based services in relation with the Services and/or Website, regardless of the cause.

20. Account Deletion and Termination

20.1. Account Deletion.

20.1.1. You may terminate these Terms & Conditions at any time by requesting the deletion of your User account and discontinuing your use of the Website and Services.

20.1.2. The deletion of your account will result in the irreversible deletion of all User data associated with the account.

20.1.3. FanYield may at any time, for any reason and in its sole and absolute discretion, terminate these Terms.

21. Amendment

21.1. We reserve the right to modify or amend these Terms at any time. If we make material changes to any of the foregoing terms, we will notify you about these amendments in advance, via a dedicated communication method (such as an email sent to the email address associated with your User account) and allow for a reasonable period for you to review the updated terms. If you do not want to agree to any updated terms, you may terminate the present Terms by requesting deletion of your Using account and automatically discontinuing your use of the Services. If you do not terminate the Terms before the expiry of the period of time specified following the update notification, your continued use of the Services shall constitute acceptance of the revised terms.

21.2. The applicable version of the Terms is the latest version published on the date of use of the Services.

22.Miscellaneous

22.1. Failure by FanYield at any time to exercise its rights under these Terms shall not constitute the waiver of such right.

22.2. If any term, provision, or section of these Terms is held invalid or unenforceable, then that term, provision or section will be deemed removed from these Terms and will not affect the validity or enforceability of any remaining part of such provision, section or any other term, provision or section of these Terms, provided that the essential provisions of these Terms remain in effect.

22.3. All obligations which by their nature should or are intended to survive the termination or expiration of these Terms shall continue in full force and effect, regardless of the termination of these Terms by You or FanYield.