Terms of Use

Effective Date: March 2, 2022

Updated: July 22, 2024

The Triumph Labs, Inc. website (“Website”), mobile application(s) (“App(s)”), and all services provided through the Website and App(s), including as related to Games and Tournaments (collectively, the “Services”) form the Triumph platform (“Platform”), which is made available by Triumph Labs, Inc. . Certain features of the Platform may be subject to additional guidelines, terms, or rules (collectively, “Additional Terms”), which will be posted on the Website or otherwise through the Platform in connection with such features. References to “you” and “your” refer to you, a user of the Platform.

THESE TERMS OF USE AND ALL APPLICABLE ADDITIONAL TERMS FORM THE FULL LEGALLY BINDING AGREEMENT BETWEEN TRIUMPH AND YOU REGARDING YOUR ACCESS TO AND USE OF THE PLATFORM (COLLECTIVELY, “AGREEMENT”). BY ACCESSING OR USING THE PLATFORM, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE PLATFORM OR ACCEPT THE AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER

(1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TRIUMPH ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. PRIVACY.

In the course of using the Platform, you may submit User Data (as defined below), including personal information, to Triumph. Triumph’s Privacy Policy details how we treat your User Data. We agree to abide by the Triumph Privacy Policy and you agree that Triumph may use and share your User Data in accordance with the Triumph Privacy Policy and applicable data privacy and protection laws.

2. ACCOUNTS.

2.1 Account Eligibility and Creation. In order to use the Platform, you must register for an account with Triumph (“Triumph Account”) and provide certain information about yourself as prompted by the registration form. A user may only have and maintain one

(1) Triumph Account. ANY ATTEMPT TO CREATE MORE THAN ONE ACCOUNT IS A BASIS FOR IMMEDIATE TERMINATION OF ALL ACCOUNTS AND THE FORFEITURE OF ALL BALANCES ASSOCIATED WITH SUCH ACCOUNTS. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information at all times; and (iii) you meet the following account eligibility criteria:

(a) you are at least eighteen (18) years old;

(b) in order to participate in a real-money Tournament, you are physically located in a location that is explicitly identified as an Eligible Location (defined below);

(d) you have a personal United States telephone number.

2.2 Verification of Account Information.

Triumph reserves the right to verify the eligibility of any user at any time, during or after account creation, including by asking the user to provide identification or verify the user’s age and/or physical location. If you do not provide accurate eligibility information, or if Triumph cannot reasonably verify your eligibility information as accurate, Triumph may suspend or terminate your Triumph Account and you agree that you forfeit any balance associated with your Triumph Account, if any. Triumph may suspend or terminate your Triumph Account as provided in this Agreement, regardless of whether you meet the eligibility criteria provided herein.

2.3 Eligible Locations.

“Eligible Location(s)” means a location from which access to and/or use of the Platform for the purpose of participating in real-money Tournaments is permitted. You may access and use the Platform from other locations, but you must be in an Eligible Location to participate in real-money Tournaments. Use of and/or access to the Platform to participate in a real-money Tournament from any location that is not an Eligible Location is strictly prohibited. The following states or jurisdictions within the United States are Eligible Locations: Alabama, Alaska, California, Colorado, the District of Columbia, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, Texas, Utah, Vermont, Virginia, West Virginia, Washington, Wisconsin, and Wyoming. The Eligible Locations may be subject to change at any time at Triumph’s sole discretion. In the event a location from which you are participating in a real-money Tournament is no longer an Eligible Location, the Tournament will end and all buy-ins will be returned.

2.4 Account Deletion.

You may delete your Triumph Account at any time, for any reason, through the application or by sending an email request to help@triumpharcade.com.

2.5 Account Responsibilities.

Each user is responsible for maintaining the confidentiality of the user’s Triumph Account login information and each user shall be fully responsible for all activities that occur under the user’s Triumph Account. A Triumph App may be accessible from an unlocked phone, you should maintain control over your phone and employ safeguards to prevent unauthorized access to the Triumph App. You are responsible for maintaining access to the Triumph App within your sole control and any conduct by a third person on the Triumph App gained by using or accessing your phone is your responsibility and you agree that you are liable for deposits made by others who use your phone, unless applicable law does not allow the imposition of such responsibility. Even if your financial institution reverses charges incurred you will remain liable to Triumph for deposits or other transactions made by you or others that access your phone with your permission or as the result of a failure to adequately protect your account. In order to prevent unauthorized use you should password protect your phone and log out of the Triumph App when you are finished with a session. You agree that you will immediately notify Triumph of any unauthorized use, or suspected unauthorized use, of your Triumph Account or any other breach of security. Each user account is to be used solely for access to the Platform by the assigned user. TRIUMPH ACCOUNTS ARE NOT TO BE USED OR SHARED BY MORE THAN ONE INDIVIDUAL; DOING SO SHALL BE A BASIS FOR IMMEDIATE TERMINATION OF THE APPLICABLE TRIUMPH ACCOUNT(S).

2.6 Authorization for Contact.

Each user, by creating an account, authorizes Triumph to contact the user electronically by phone, email, text message, notification, or other electronic means in order to: (i) confirm information about the user; (ii) confirm information submitted by the User; (iii) resolve customer support issues; (iv) request information about the user’s use of the Platform; (v) take any action in furtherance of this Agreement. This authorization will continue for the term of this Agreement. In order to terminate this Authorization the user must send a notice to help@triumpharcade.com and terminate all use of the Platform except for the Host App solely for the purposes of withdrawal.

2.6 Account Types.

Triumph may provision game developers with test accounts for purposes of reviewing the system. No withdrawals may be made from test accounts and any amount won in any tournament is and will remain the property of Triumph. Triumph may allow a flat amount to be withdrawn for test purposes, such amount being independent of any amount gained in any real cash tournament.

2.7 Idle Account Fee.

Accounts that have not been logged into for more than six months will be assessed a fee for non-use. The fee will be equal to 2% (rounded up to the nearest cent) of the balance of the account starting on the sixth month from the last login until the user's balance reaches zero dollars.

3. USE OF PLATFORM.

3.1 Limited License.

Subject to the terms of this Agreement, Triumph grants you a limited, revocable, non- transferable, non-exclusive license to access and use the Platform for your own personal use in accordance with this Agreement. For the avoidance of doubt, your use of any software made available by Triumph in connection with your access to and use of the Platform shall be limited to use of the executable object code format only.

Specifically, and without limitation, your access to, or attempt to access, any source code of the Platform to cheat or for any other unauthorized purpose shall be a basis for immediate termination of your Triumph Account.

3.2 Acceptable Use and Restrictions.

The rights granted to you in the Agreement are subject to the following rules for acceptable use and restrictions:

(a) you shall not access or use the Platform for any purpose other than that for which Triumph makes the Platform available;

(b) you shall not use the Platform in connection with any commercial endeavors except those that are specifically endorsed or approved by Triumph, including to advertise or offer to sell any goods or services on the Platform or to collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email;

(c) except as expressly permitted by Triumph in advance in writing, you shall not license, sell, rent, lease, transfer, assign, distribute, or host the Platform to or for a third party;

(d) you shall not trick, defraud, or mislead Triumph or other users, especially in any attempt to learn sensitive account information, such as user passwords;

(e) you shall not attempt to impersonate another user or person or use the username of another user;

(f) you shall not use any information obtained from the Platform in order to harass, abuse, or harm another person;

(g) you shall not sell or otherwise transfer your Triumph Account;

(h) you shall not make improper use of our support services or submit false reports of abuse or misconduct;

(i) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform;

(j) you shall not circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Platform or the content contained therein, nor attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;

(k) you shall not access the Platform in order to build a similar or competitive product or service, or to compete with Triumph in any way;

(l) you shall not disparage, tarnish, or otherwise harm Triumph or the Platform, as determined by Triumph in its discretion;

(m) except as expressly stated herein or otherwise permitted by Triumph in advance in writing, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (including by, e.g., scraping, mirroring, framing, embedding, or linking);

(n) you shall not systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Triumph, nor shall you upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

(o) except as may be the result of standard search engine or Internet browser usage, you shall not engage in any automated use of the Platform, such as using creating user accounts by automated means, using scripts to send comments or messages, using any buying or purchasing agent to make purchases from or through the Platform, or using any data mining, robots, or similar data gathering and extraction tools;

(p) you shall not interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform;

(q) you shall not upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform, nor use the Platform in any manner that interferes with another user’s uninterrupted use and enjoyment of the Platform (such as, e.g., excessive use of capital letters, spamming, the continuous posting of repetitive text, or other abusive, harassing, or obnoxious behavior, as determined by Triumph in its discretion);

(r) you shall not harass, annoy, intimidate, or threaten any Triumph employee, agents, or service provider engaged in providing any portion of the Platform to you;

(s) your use of the Platform shall at all times comply with all applicable laws and regulations and all applicable terms and conditions of any Third-Party Services (as defined below) upon which use of our Platform depends (as addressed further below); and

(t) all copyright and other proprietary notices included within the Platform and on content made available through the Platform must be retained and not modified or obscured.

3.3 Modification.

Triumph reserves the right, at any time, to modify, suspend, or discontinue the Platform, including the Website or Services, or any part thereof, with or without notice. You agree that Triumph will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform, or any part thereof. Any future release, update, or other addition to functionality of the Platform shall be subject to the terms of this Agreement.

3.4 Ownership.

Excluding User Data (as defined below), you acknowledge that all intellectual property rights in and to: (a) the Platform; (b) all names, logos and trademarks used with the Platform; and (c) all content made available by Triumph through the Platform, including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client- and server-side code (e.g., HTML, JavaScript, active server pages, VBScript, databases, or any other code files) are owned by Triumph or Triumph’s licensors. The provision of the Platform does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Triumph and its licensors reserve all rights not granted in this Agreement.

3.5 Third-Party Services.

The Platform is designed to interoperate with certain third-party services that are not under the control of or maintained by Triumph (“Third-Party Services”). Certain Third- Party Services are integrated into the basic operation of the Platform and certain Third- Party Services may be added by you for additional fees. You must agree to and you must abide by the terms and conditions of any applicable Third-Party Services, and your violation of the applicable terms and conditions of any such Third-Party Services shall be a violation of this Agreement. Triumph is not responsible for the content of, or any transactions you process on or through, any Third-Party Services. Triumph does not make any representations or warranties about Third-Party Services, or any information, materials, or products found thereon. To the extent that Triumph provides links or references to any Third-Party Services, you acknowledge that Triumph provides them to you solely as a convenience to you. In no event shall Triumph be liable for any loss, claim, damages, costs, or negative experiences that may arise in connection with your access to or use of any Third-Party Services independent of or not directly caused by the Platform, including, without limitation, any transactions processed by you on or through such Third-Party Services. Specifically, and without limitation, you agree to the terms and conditions applicable to the following Third-Party Services.

3.6 User Responsibilities.

In connection with using the Platform and participating in any Game or Tournament, each user is responsible for—and Triumph fully disclaims and is released from any responsibility for:

(a) the user’s own devices and telecommunications connections, services, and fees, including for wireless, Internet, and other services. Specifically, and without limitation, the user shall bear the full risk of any malfunction, crash, or failure of the user’s device or connection (whether related to hardware or software or to low or no battery or power supply), for whatever reason;

(b) the availability, quality, latency, and continuity of the user’s telecommunications connections and services. Specifically, and without limitation, the user shall bear the full risk of any malfunction, crash, or failure of the networks used to provide the user’s connection to the Platform, for whatever reason;

(d) all other factors that may impact a user’s own participation in a Game or Tournament.

ANY LOSS, LIMITATION, OR NEGATIVE EXPERIENCE A USER SUSTAINS IN CONNECTION WITH ANY OF THE FOREGOING SHALL NOT ENTITLE THE USER TO A REFUND OR ANY OTHER REMEDY. IF A USER’S DEVICE IS UNABLE TO SUBMIT A SCORE TO THE PLATFORM FOR ANY REASON, THE USER WILL AUTOMATICALLY BE GIVEN A SCORE OF ZERO. IF A USER EXITS OUT OF A GAME OR TOURNAMENT FOR MORE THAN FIVE (5) SECONDS, THE USER’S SCORE WILL BE REPORTED AS THE LAST VALID SCORE SUBMITTED FROM THE USER’S DEVICE, IF IT IS AVAILABLE TO TRIUMPH.

IN CERTAIN JURISDICTIONS, MORE PARTICULARLY BUT NOT LIMITED TO THE STATE OF ILLINOIS, PLAYING REAL CASH TOURNAMENTS IS ALLOWED BUT THE DEVICE ON WHICH SUCH TOURNAMENTS ARE PLAYED MAY BE SUBJECT TO FORFEITURE AND THE USER SPECIFICALLY ASSUMES ANY RISK OF FORFEITURE OF THEIR DEVICE.

3.7 Bank Secrecy Act - Anti-Money Laundering Policies

You agree that you have read the Triumph BSA-AML Policy and that Triumph may take any action indicated under the BSA-AML Policy. By using the Platform you represent that you are not on any Specially Designated Nationals or Blocked Persons list (”SDN”) maintained by the US Office of Foreign Assets Control.

4. USER CONTENT.

4.1 User Data.

“User Data” means any and all information and content that is input into the Platform by or on behalf of a user. You acknowledge and agree that Triumph is not responsible for any User Data, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Triumph does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Data.

4.2 User Data Responsibilities.

Triumph is not obligated to backup any User Data and you are solely responsible for creating backup copies of your User Data, if you desire.

4.3 Right to Remove Data.

You agree that Triumph has the right to remove any content, including User Data, from the Platform at any time, with or without cause. Triumph also has the right to refuse, move, or block access to any material submitted on or through the Platform, and to establish general practices and limits concerning use of the Platform. The decision of whether or not to remove content from the Platform is within Triumph’s sole and complete discretion. Triumph has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Triumph be liable for removing or failing to remove any content.

4.4 License.

You hereby grant, and you represent and warrant that you have the right to grant, to Triumph an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Data, and to grant sublicenses of the foregoing, for the purposes of providing the Platform to you, for any specific purpose identified in connection with our solicitation or collection of your User Data, and as otherwise permitted by our Privacy Policy. More specifically, and without limitation, you agree that we may process your User Data to create aggregated and/or de-identified data sets used to improve the Platform, including to use such data for algorithm development, machine learning, and the creation and development of other features and functionality. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Platform, including without limitation with respect to aggregate and/or de-identified data derived from your User Data and any residual backup copies of your User Data made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Data.

4.5 Feedback.

If you provide Triumph any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Triumph all rights (including all intellectual property rights) in and to the Feedback and agree that Triumph shall have the right to use such Feedback and related information in any manner it deems appropriate. Triumph will treat any Feedback you provide to Triumph as non-confidential and non-proprietary. You agree that you will not submit to Triumph any Feedback that you consider to be confidential or proprietary.

4.6 Other Users.

Each user of the Platform is solely responsible for any and all of such user’s User Data. You acknowledge and agree that we are not responsible for any User Data and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Data and we assume no responsibility for any User Data. The Platform provide features and functionality by which you may interact with one or more other users. You agree that, regardless of whether Triumph personnel is present or not and regardless of whether Triumph personnel intervene or not, Triumph has no obligation to restrict or prohibit your interaction with other users, and Triumph will not be responsible for any loss or damage incurred as the result of your interactions with other users. If there is a dispute between you and any other user, we are under no obligation to become involved.

The Platform may provide information from or about users using the Platform to other users. Currently the Platform allows other users to view a user’s profile, the user uploaded profile image, and user scores in matches with other users.Triumph makes commercially reasonable efforts to indicate clearly when a user is using a feature that permits the sharing of information with other users. Triumph does not and cannot verify all information provided by users. Triumph does not control, and makes no representations or warranties as to, the identity, character, or behavior of any user, and Triumph disclaims, and you release Triumph from, any and all liability relating thereto. Users should exercise caution and judgment when interacting with other users, in both online and offline interactions, as when interacting with any other individual a user does not know.

4.7 Skill Based Matchmaking and Tournaments.

The results of matches are never pre-determined and Triumph does not use bots in any multi-player tournament and Triumph attempts to detect and ban any users who attempt to cheat in order to ensure that you will always be playing against real people in any multi-player tournament. Pursuant to the Privacy Policy Triumph collects score data to create score and skill profiles for a variety of purposes, including to: (i) match players in any tournament based on their skill profiles or score data; (ii) create customized prize offerings in single player games; (iii) use skill based match-making ("SBMM") to match players; and (iv) for anti-cheating purposes. The application of Triumph's SBMM algorithms will match users within a set range of users who are of similar skill, for example, within 30%. In single player games the score or skill profiles will be used to create custom prize schedules, including the score required for any prizes or the "jackpot". Certain tournament types and prize formats may not be made accessible to a player until a player has played a certain number of games, such as practice games, in order to fully develop a score or skill profile. Triumph, in its sole discretion, may change the parameters that create the single player prize offerings and may change the SBMM parameters at any time, including changes that increase the skill difference between players and that are based on the value of the tournament being entered by a player. By using the Platform you acknowledge and agree to the use of your skill and score profiles in the creation of prize offerings and for SBMM purposes. Further, you agree and acknowledge that Triumph has the right to impose SBMM in a way that will be detrimental to certain players and to change the parameters of SBMM at any time, and without notice, including in ways that may result in you being paired against a more skilled user, and that increases the skill of the user you are paired against in higher value tournaments.

5. GAMES, TOURNAMENTS, AND MISSIONS.

5.1 Games and Tournament Types.

As used in the Agreement, a “Game” is an application, website, or other online service or offering that a user plays, using the user’s skill, to achieve a certain score. A “Tournament” is a competitive format for users to play a Game that permits the wagering of real money on the users’ participation in and outcome of the Game. Games may be played in practice modes that do not involve the wagering of real money (as is the case in a Tournament), and Games may include a tutorial on gameplay. You agree that you will review the tutorial and use practice mode prior to entering any real money tournaments. Within the Platform, Tournament types include, without limitation, “1v1,” where users compete against each other, and “Blitz Mode,” where a user accrues winnings based on points scored during the Game. The parameters and rules of each Tournament are more fully explained within the Platform. Triumph may modify, add, and remove Tournament types at any time, in its sole discretion.

5.2 Tournament Participation.

A user may participate in a Tournament by entering the Tournament within the Platform. For each Tournament into which a user enters, the user’s entry indicates that the user affirmatively acknowledges and agrees:

(a) to pay the specified and non-refundable entry fee before gameplay commences;

(b) it is the user’s responsibility to understand and abide by the rules of the Game and of the Tournament;

(c) to accept the outcome of the Game, which shall in all cases be finally determined by Triumph based on the scores of the users and according to the process provided below, in its discretion;

(d) that Triumph shall take a fee from every Tournament;

(e) that Triumph reserves the right to take a variable percentage fee from Tournament prize pools;

(f) that the User understands the gameplay, has read any available tutorial, and has played on Practice Mode. The user acknowledges that on games where maps or gameplay are changed, the maps on Blitz Mode cycle through five versions, one of which is changed each hour. Prior to entering into a Blitz Mode tournament the User agrees that they will play each version until they fully understand the map and game dynamics in practice mode prior to entry into a paid Tournament;

(g) that gems or other digital items that are not designated in a legal currency and are issued during gameplay or incident to any type of tournament (”Digital Goods”) have no cash value and may be removed from an account at any time and that Triumph may at its sole discretion change, offer, or remove any tournament using Digital Goods, may delete such Digital Goods, or may terminate the offer of such Digital Goods at any time and for any reason.

5.3 Tournament Outcome.

Once a Tournament has reached an end-state, the outcome shall be as follows:

(a) a user wins a Tournament if the user’s score gives the user a winning position in the specified rank ordering of the prizes for the Tournament (i.e., the payout distribution);

(b) a user loses a Tournament if the user’s score does not give the user a position in the specified payout distribution; and

(c) a user ties a Tournament if the user’s score matches at least one other user in the same position in the specified payout distribution.

5.4 Tournament Payout.

At the end of a Tournament:

(a) Triumph shall credit the account(s) of the winner(s) in accordance with the payout distribution;

(b) in the event of a tie, Triumph splits the specified prize equally among all of the users who tied for that position in the payout distribution.

5.5 Additional Tournament Terms.

(a) The matching of players of similar skill, as determined by Triumph, in its sole discretion may be employed in any Tournament.

(b) With respect to Blitz Mode Tournaments, players’ prizes scale as scores increase. The payout distribution is specified on a “Blitz Screen,” which ascribes different winnings for different scores achieved for each discrete game. A Blitz Mode Tournament may have options for games with differing entry fees. The Blitz Screen and the parameters of the entry fee and Blitz Screen prizes are binding once a player chooses to enter the Tournament. Blitz Mode Tournaments may or may not require fees.

(c) Triumph may include a "hot streak" feature in a Game, with allows users to win additional prizes at no extra cost. For example, a user may win a hot streak jackpot if the user wins 5 1v1 Tournaments in a row for the same Game.

5.6 Missions.

The Platform includes a system that incentives users to participate in Games and Tournaments based on the accomplishment of certain achievements (“Missions”). Triumph may modify, add, and remove Missions at any time, in its sole discretion.

6. FEES, FUNDS, AND WITHDRAWAL

6.1 Fees.

We will make commercially reasonable efforts to display and explain all applicable fees in connection with the use of the Platform, including all applicable Game and Tournament fees, the fees may be expressed as a cost to enter and a total prize payout with the fees being the difference between the cost to enter by the users and the total payout. Note that in addition to any fees charged by Triumph for use of the Platform, you may also be charged for the use of Third-Party Services. Our fees and payment policy may change at any time and from time to time in our sole discretion. As provided above, we contract with one or more third parties to facilitate the processing of fees and payments.

6.2 Deposit into Triumph Account.

You may deposit funds into your Triumph Account after (i) Triumph has verified that you are located in an Eligible Location; (ii) you have indicated your acceptance of this Agreement, including our Privacy Policy. Funds may be withdrawn from your Triumph Account in accordance with this Agreement. You must deposit funds from a bank account or credit or debit card issued to you and agree that you will not deposit funds using any other persons account or credit or debit card.

6.3 Withdrawal of Funds.

The following terms apply to your withdrawal of funds from your Triumph Account:

(a) You may not withdraw any funds from your Triumph Account unless and until we have completed a Know-Your-Customer (“KYC”) verification of your status as a user. KYC verification is done through the Platform’s Triumph Host App, which each user is required to download and use for this process. The Triumph Host App is part of the Platform and its use is governed by the Agreement and you specifically agree that you do not have a claim for any account balance without downloading and using the Triumph Host App in accordance with this Agreement.

(b) You may only withdraw funds that you have entered into a Tournament or won in a Tournament. For example, if you contribute $10 to your Triumph Account, enter a Tournament for $5, and win $5 and receive your initial $5 wager returned, you may withdraw only the $10 (the $5 wagered and the $5 won), the $5 that was not entered into a tournament or won in a tournament may not be withdrawn until after it has been used for entering into a tournament.

(d) The Platform’s default automated withdrawal solution requires that each user receive a payout on the user’s debit card. If you do not have a debit card, you may call us at a user support number posted through the Platform and we will attempt to facilitate a manual payout, on a case-by-case basis and in our discretion. YOU BEAR THE ENTIRE RISK OF ENTERING THE CORRECT DEBIT CARD INFORMATION FOR PAYOUT; TRIUMPH SHALL HAVE NO RESPONSIBILITY FOR YOUR ENTRY OF INCORRECT DEBIT CARD INFORMATION.

(e) All withdrawal transactions must be at least $5 or greater, and will process within two weeks of the request.

(f) If you are withdrawing more than $600 in any calendar year Triumph may require that you provide certain tax forms prior to such withdrawal.

(g) You are solely responsible for reporting and paying any applicable taxes on any prizes, whether or not withdrawn from your Triumph Account.

(h) In order to withdraw funds, you are required to provide certain information, including but not limited to: (i) uploading an image of a government issued photo identification; (ii) take a live video of your face which is used for the purposes of matching to your photo identification; and (iiii) authorize the collection of phone global positioning data. Some of the information provided may be considered biometric information in certain jurisdictions. By using the Platform for purposes of a withdrawal you specifically acknowledge and agree to the collection of such information for the purposes of verifying your identity and the management of such information in accordance with this Agreement, the Triumph Privacy Policy, and applicable third-party Terms of Use and Privacy Policies applicable thereto.

6.4 Refund Policy.

All Tournament entries are final and binding. Triumph is not required to provide a refund for any reason unless applicable law requires otherwise. Fees are non-refundable; provided, however, that Triumph may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction. In the event that users who deposit funds do not meet the account eligibility requirements (e.g., with respect to user age and location in an Eligible Location), such user’s account will be banned immediately and your Triumph Account balance forfeited.

6.5 Promotions.

Triumph may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform.

7. ANTI-MONEY LAUNDERING.

Users are explicitly prohibited from intentionally losing a Tournament for any reason, including, but not limited to, in connection with an attempt to transfer money to another user. Any use of Triumph’s platform other than to compete in good faith in a real-money contest in a skill-based game is strictly prohibited. Where Triumph determines, in its sole discretion, that a user has violated these terms: (a) Triumph may suspend and/or terminate the user’s Triumph Account; (b) Triumph may temporarily or permanently ban the user from the Platform, including through the user’s existing Triumph Account or any new Triumph Account; (c) Triumph may take any other action, including but not limited to legal action; and (d) the user is subject to forfeiture of the entire balance of funds in the user’s Triumph Account.

8. CHEATING POLICY.

8.1 Prohibited Conduct.

Cheating in any Game or Tournament, or with respect to any Mission, is strictly prohibited. The following is a non-exhaustive list of prohibited conduct that Triumph considers to be cheating:

(a) utilizing a virtual private network (VPN);

(b) utilizing software except for the Triumph Platform and game software, bots or artificial intelligence (AI), neural net, or machine learning agents;

(d) colluding with other users or bots;

(e) manipulating or misrepresenting one’s own skill or perceived skill when entering or seeking to enter any Game or Tournament;

(f) submitting scores off-device (i.e., from a device other than the device used to participate in the Tournament) or otherwise through unauthorized, deceptive, or dishonest means;

(g) not providing or maintaining accurate information within a Triumph Account (including using fake phone numbers);

(h) opening or operating more than one Triumph Account;

(i) conducting or attempting to conduct fraudulent financial transactions through the Platform (including fraudulent payment card charge-backs and other transactions);

(j) exploiting an error in a Game that is not in the spirit of the Game or in good faith;

(k) taking advantage of a Mission in a way that was not intended or is not in good faith; and/or

(l) any other activity, act, or omission which is intended to facilitate an unfair advantage for any user, as determined by Triumph in its discretion.

(m) using a jailbroken device or any device with software not intended to run on the device which the platform is running on.

(n) using unfair gameplay exploits (bugs in the Game itself) to submit higher scores than the user would otherwise be able to obtain.

(o) using phone numbers for account creation or referral that are not issued by a cell phone provider and linked to a single device or subscriber identity module (SIM) card.

8.2 Consequences.

Where Triumph determines, in its sole discretion, that a user has cheated:

(a) Triumph may disqualify a user or equitably adjust or invalidate a user’s score, prize, or Mission achievement;

(b) Triumph may suspend and/or terminate the user’s Triumph Account;

(c) Triumph may temporarily or permanently ban the user from the Platform, including through the user’s existing Triumph Account or any new Triumph Account;

(d) Triumph may take any further action, including but not limited to legal action; and/or

(e) the user is subject to forfeiture of the entire balance of funds in the user’s Triumph Account.

9. INDEMNITY.

You agree to indemnify and hold Triumph and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Platform; (ii) your User Data; (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Triumph reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Triumph. Triumph will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10. DISCLAIMERS

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY TRIUMPH, TRIUMPH DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM; (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM; (D) THIRD- PARTY SERVICES ON WHICH THE PLATFORM DEPENDS OR WITH WHICH THE PLATFORM INTEROPERATES; AND (E) ANY TRANSACTIONS INITIATED OR PROCESSED BY YOU ON OR THROUGH SUCH THIRD-PARTY SERVICES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. TRIUMPH MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. TRIUMPH ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN SUCH JURISDICTIONS AND ONLY TO THE EXTENT DISALLOWED THIS DISCLAIMER WILL NOT APPLY.

11. LIMITATION OF LIABILITY AND RELEASE.

11.1 Limitation of Liability

To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall Triumph or any of its affiliates or suppliers (including any of its or their partners, officers, directors, members, managers, owners, principals, employees, agents, contractors, successors, or assignees) be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), or for any damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connection with (a) the platform; (b) any products and services offered or made available through the platform; (C) any acts or omissions of users of the platform; (D) third party services which the platform uses or interoperates with; or (e) any transactions initiated or processed by you on or through such third-party services, even if Triumph or any of its affiliates or suppliers has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRIUMPH AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO TRIUMPH BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF TRIUMPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

11.2 Waiver of Claims.

EACH TIME YOU ACCESS THE PLATFORM, EXCEPT WITH RESPECT TO ACCESS AND USE OF THE TRIUMPH HOST APP, YOU EXPRESSLY RELEASE ANY AND ALL CLAIMS YOU HAVE AGAINST TRIUMPH

SUCH RELEASE INCLUDES A WAIVER UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH READS AS FOLLOWS:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12. TERM AND TERMINATION.

Subject to this Section, this Agreement will remain in full force and effect while you use the Platform. We may (a) suspend your rights to use the Platform (including your Triumph Account), (b) terminate this Agreement, and/or (c) ban you from the Platform at any time and for any reason whatsoever, at our sole and complete discretion. Upon termination of this Agreement, your Triumph Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Triumph Account may involve deletion of some or all of your User Data from the Platform or our databases. Triumph will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Triumph Account or deletion of your User Data. Sections 3.4, 4.4, 4.5, and 5 - 12 of this Agreement will survive termination.

13. COPYRIGHT POLICY.

Triumph seeks to respect the intellectual property of others and asks that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that any portion or content of our Platform unlawfully infringes the copyright(s) in a work and you wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to us us by sending an email to legal@triumpharcade.com:

(a) Your physical or electronic signature;

(b) Description of the copyrighted work(s) that you claim has been infringed;

(d) Sufficient information to permit us to locate such material; Your address, telephone number, and e-mail address;

(e) A statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that any misrepresentation of material fact (falsity) in a written notification may subject the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

14. CHOICE OF LAW, ARBITRATION AGREEMENT, JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION.

14.1 Choice of Law.

This Agreement is governed by the laws of the State of California, without regard to conflict of law provisions.

14.2 Pre-Arbitration Dispute Resolution.

We are always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing us at help@triumpharcade.com. If such efforts prove unsuccessful, a party may seek to submit the dispute to arbitration by sending to the other party, by certified mail, a written Notice of Dispute. The Notice of Dispute to us should be sent to our address identified in this Agreement below (“Notice Address”).

14.3 Arbitration Agreement.

Except as identified in paragraph 14.4, below, disputes between you and Triumph, or you and any other user of the Triumph software, apps, or platform arising out of, relating to, or in connection with the Platform or any of the real cash tournaments and any interpretation or application of these Terms of Use or this arbitration provision shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for consumer arbitration with the place of arbitration, unless conducted remotely pursuant to the aforementioned rules, being San Francisco, California. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND TRIUMPH AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable neither you nor we will be entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Triumph makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to Triumph. Information on AAA and how to start arbitration can be found at www.adr.org.

14.4 Selection of Arbitration.

For any dispute in an amount less than $12,500 a party may select to have such dispute heard in the California Superior Court, in and for the County of San Francisco, in a Small Claims jurisdiction court. Prior to initiating any dispute the party initiating such dispute will notify the other party of the potential claim and their ability to select between arbitration pursuant to paragraph 14.3, above, or Small Claims process identified in this section. Such notice may be by email and text at the email or text address on file with the the Triumph or for Triumph, as identified herein. If no response is received within three (3) days on which the courts of California are open for business, the responding party agrees that they have waived the right to elect between the alternative dispute processes and the party issuing such notice's choice will be binding.

14.5 Confidentiality.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.6 Future Changes to Arbitration Agreement.

Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this, Section 14, other than a change to the Notice Address, while you are a user of the Platform, you may reject any such change by ceasing all use of the Platform and sending us written notice within thirty (30) calendar days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this, Section 14, as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

14.7 Forum Selection.

If the arbitration procedure in this Section is found unenforceable or not to apply for a given dispute, then the parties agree that the proceeding must be brought exclusively in a court of competent subject matter jurisdiction with geographic jurisdiction over the County of San Francisco, California, or any part thereof.

You consent to receive electronically any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at the Website, or other electronic communication technology that may hereafter be adopted or developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy.

16. GENERAL.

16.1 Availability.

Triumph will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine maintenance/upgrades and other events outside the control of Triumph may, from time to time, result in temporary interruptions to the Platform. In addition, Triumph reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Website or Services or the entirety of the Platform, with or without notice.

16.2 No Support or Maintenance.

You acknowledge and agree that Triumph will have no obligation to provide you with any support or maintenance in connection with the Platform.

16.3 Changes to Terms of Use.

You agree that Triumph may modify this Agreement at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated terms are posted on Triumph’s website or through the Platform (“Effective Date”). Your continued access to and use of the Platform after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Platform.

16.4 Access and Use Where Prohibited.

Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement.

16.5 Access and Use from Eligible Locations.

Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals located in the Eligible Locations. Triumph reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited.

16.6 Miscellaneous.

This Agreement constitutes the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, nor shall any single or partial exercise by Triumph of any right or power hereunder preclude further exercise of that or any other right hereunder. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing contained herein shall be construed to establish an employment, partnership, or joint venture relationship between you and Triumph. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Triumph’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. In the event Triumph’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, pandemic, public health emergency, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Triumph, Triumph shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.

17. ADDRESS FOR NOTICES & CONTACT INFORMATION.

Triumph Labs, Inc.

ATTN: Legal

90 Sheridan Street, San Francisco CA 94103

With a required copy to: legal@triumpharcade.com

Triumph support may be reached at: help@triumpharcade.com

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