All TopYa! Contests are subject to these rules and requirements (the "Rules"). TopYa! Contests is a product that allows TalentKode Sports LLC, a Colorado limited liability company d/b/a TopYa! (the "Company"), the Company's customers (such as teams, leagues or clubs) ("Customers") or third party sponsors or advertisers ("Sponsors") (together with the Company and Customers, the "Contest Entities") to create, advertise, and sponsor contests (the "Contests"), through which other users (the "Participants" or "Entrants") can enter, compete, and win prizes. The Company requires that each Contest (whether offered by Customer, Sponsor or the Company) shall comply with and be subject to the following rules and terms. Each Contest Entity may add additional rules and terms specific to a particular Contest which will be provided in the applicable Contest Descriptions (defined below). Where these Rules and a Contest Description conflict, these Rules will control.

THE CONTEST DESCRIPTION PROVIDED ON EACH CONTEST'S LANDING PAGE WILL SPECIFY ELIGIBILITY REQUIREMENTS. VOID WHERE PROHIBITED BY LAW.

1) CONTEST LANDING PAGE AND DESCRIPTION: Each Contest will have a Contest Landing Page ("Contest Landing Page") [typically found at https://app-topya.com/contests/[contest name here]. Each Contest Landing Page will have a Contest Description ("Contest Description") providing an overview of the Contest and any rules and requirements specific to that Contest.

2) CONTEST: Each Contest starts at 12:00:01 AM Mountain Time (MT) and ends at 11:59:59 PM MT (the "Contest Period") for the dates provided in the Contest Description on the applicable Contest Landing Page. TopYa!'s servers are the official timekeeper for the Contests.

3) ELIGIBILITY: Each Contest is offered and open only to the individuals described in the Contest Description. Each Contest is void outside of areas limited by the Contest Description and wherever else prohibited by law. U.S. law governs each Contest. No purchase necessary to enter.

4) HOW TO ENTER: Entering an invite code within the TopYa! app or by clicking on "Join" button on the applicable Contest Landing Page will join the entrant to the Contest, subject to each Entrant's eligibility.

5) PRIZE DESCRIPTIONS: Prize descriptions will be provided on the Contest Landing Page.

6) TERMS: For each Customer, Sponsor or Participant using or visiting the TopYa! app, website, or any TopYa! products, software, data feeds, and services provided to such party on, from, or through the TopYa! app or website (collectively the "Service"), such person signifies its agreement to the "Terms of Service" found in the footer of www.TopYa.com (the "Terms of Service").

Any Participant who attempts to enter, or in the sole discretion of TopYa! or any of the other Contest Entitites is suspected of establishing multiple player accounts or submitting videos of skills performed by an individual other than the Participant, the Participant will be disqualified from participation in any Contest. Multiple entrants are not permitted to share the same player account. In the event of a dispute over the identity of any potential winner, the entry will be declared made by the authorized account holder of the email address submitted at the time of entry, and potential winner may be required to provide identification sufficient to show that he/she is the authorized account holder of such email address. The authorized account holder is deemed as the natural person assigned to an email address by an Internet access provider, service provider, or other organization responsible for assigning email addresses or the domain associated with the submitted email address. It is the sole responsibility of the Participant to notify the Contest Entities in writing if the entrant changes his or her email address during the Contest Period. Proof of video submission (such as a copy of a confirming screen or message) does not constitute proof of delivery to serve as a Contest entry. Video uploads must not be longer than two (2) minutes unless authorized in writing by TopYa!. Entries generated by script, macro, robotic or by any other automatic or mechanical means are void. All entries become the property of TopYa! and will not be returned to Entrant. All entires are subject to the ownership provisions and submission requirements set forth in the Terms of Service.

Contests and Contest entries must comply with the following content guidelines to be eligible:

Entries received that are illegible, incomplete, or are not submitted by the entry method outlined above will be disqualified. Entries that do not comply with these Rules or any Contest Description will not be eligible. Any information collected from the Contest shall be used only in a manner consistent with the consent given by the Entrants at the time of entry and with these Rules, and with the TopYa!'s Privacy Policy found in the footer of www.TopYa.com.

7) PRIZE NOTIFICATIONS. Prize Winners (the "Winners"), will be determined after the Contest end date from all eligible entries received during the Contest Period. Potential Winners are subject to eligibility verification and compliance with these Rules. Contest Entities will attempt to notify the potential Winners via email within four (4) days of the winner determinations using the email address/phone number provided at time of entry. The potential Winners will be required to provide full name, parent's name, street address, city, state, and ZIP along with age of minor winner, email address and daytime, phone number within seven (7) days following the date of issuance of notification or the prize will be forfeited and awarded to an alternate potential winner. Acceptance of any prize constitutes permission for TopYa!, the Contest Entities and their designees to use winner's name, parent's name, submitted video, photograph, and/or other likenesses/images and recorded or published comments for advertising and promotional purposes without compensation unless prohibited by law. Winners will also be required, as a condition of being awarded a prize, to grant the TopYa! and the Contest Entities the exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright and any other rights entrant has in the winning entry, for advertising, publicity and promotion purposes in any media now known or hereafter devised (including, without limitation, the Internet and all forms of social media) without additional compensation, except where prohibited by law. Winners shall sign and return additional documents verifying the foregoing provisions at the time of collecting the prizes.

Failure to complete and return the documents in the time noted or if prize notification is undeliverable will result in disqualification, and the alternate winner, determined as the next highest scoring entry, will be notified. Upon disqualification, no compensation will be awarded. Odds of winning are subject to the total number of eligible entries received during the Contest Period.

8) PRIZE RESTRICTIONS: Prizes are non-transferable, non-assignable, and not redeemable for cash, in whole or in part. Prizes will be awarded "as is" without any warranties, guarantees or representation of any kind, expressed or implied (including without limitation, any implied warranty of merchantability or fitness for a particular purpose). Prize substitution will not be allowed, except as expressly provided in these Rules or otherwise at the sole discretion of the Contest Entities, who reserve the right to substitute a Prize with one of comparable use should the advertised Prize become unavailable for any reason (except as already clarified herein). Any photograph of the Prize in promotional materials is for illustrative purposes only. Actual models, details and components of the Prize awarded may differ from the Prize being advertised. Federal, state, and local taxes, and any expenses relating to the acceptance and use of the Prize not otherwise specified herein, are the responsibility of Prize Winner. Any difference between the advertised retail value and actual retail value of the Prize will not be awarded. By accepting a Prize, Winners acknowledge compliance with these Rules. Please allow up to four (4) weeks for delivery of prizes.

9) CONDUCT: This Contest is subject to all federal, state and local laws/regulations. By entering this Contest, entrants agree to be bound by these Rules and the decisions of the Contest Entities and/or the judges that shall be final and binding in all respects. These Rules are accessible from https://topya.com/contestrules.html throughout the Contest Period. Failure to comply with these Rules may result in disqualification. TopYa! and the Contest Entities reserve the right at their sole discretion to disqualify any individual suspected of tampering with the entry process or the operation of the Contest; or to be acting in any manner deemed by Sponsor to be in violation of the Official Rules; or to be acting in any manner deemed by TopYa! or the Contest Entities to be unsportsmanlike or disruptive, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, TOPYA! RESERVES THE RIGHT TO SEEK DAMAGES AND COSTS (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. CONTEST ENTITIES' FAILURE TO ENFORCE ANY TERM OF THESE OFFICIAL RULES SHALL NOT CONSTITUTE A WAIVER OF THAT OR ANY OTHER PROVISION.

10) LIMITATIONS OF LIABILITY: Contest Entities, assume no responsibility or liability for (a) any incorrect or inaccurate entry information, or for any faulty, failed, garbled or jumbled electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Contest; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilized in any aspect of the operation of the Contest; (d) inaccessibility or unavailability of the Internet or any combination thereof, or; (e) any injury or damage to participant's or to any other person's electronic device which may be related to or resulting from any attempt to participate in the Contest or download any materials in the Contest. If, for any reason, the Contest is not capable of running as planned for reasons which may include without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which may corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest, then TopYa! and Contest Entities reserve the right at their sole discretion to cancel, terminate, modify or suspend the Contest in whole or in part, and determine the winner based on the judging process noted above from among all non-suspect eligible entries received as of the termination date. TopYa! and Contest Entities will not be responsible for acts of God, dangerous weather conditions, acts of terrorism, civil disturbances, work stoppage or any other matters beyond the Sponsor's reasonable control (each a "Force Majeure" event) that may cause the cancellation or postponement of the Contest.

Furthermore, the Company, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, and affiliates will be held harmless and will not be held responsible for any costs, loss, expense, damage, or lawsuit resulting, in any way, from any Sponsor or Customer created Contest or otherwise arising out of or in connection with Sponsor or Customer's use of TopYa! Contests. BY USING THIS PRODUCT, SPONSORS AND CUSTOMERS HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD THE COMPANY AND ITS AFFILIATES HARMLESS FOR ANY LIABILITY, DAMAGES, OR OBLIGATIONS RELATING TO ANY SPONSOR OR CUSTOMER CREATED CONTESTS. THE COMPANY MAKES NO CLAIM OR REPRESENTATION REGARDING THE SPONSORS, CUSTOMERS, OR SUCH SPONSOR OR CUSTOMER CREATED CONTENT OR ANY MODIFICATIONS TO THESE RULES, THE RUNNING OF THEIR CONTESTS OR ANY OTHER CHANGES MADE BY SUCH SPONSORS OR CUSTOMERS.

11) ENTRANT RELEASES: All Entrants, as a condition of entry into the Contest, agree to release the Contest Entities, and their respective parents, subsidiaries, affiliates, divisions, distributors, suppliers, printers, application developers, distributors and websites, advertising, promotional or judging agencies, from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with accessing the Contest page; submitting a video entry or otherwise participating in any aspect of the Contest; the receipt, ownership, use, misuse or non-use of any prize awarded; preparing for, participating in or traveling to and/or from any prize-related activity, or any human, typographical or other inadvertent error in these Rules or the announcement of offering of any prize. The Winner shall bear all risk of loss or damage to their prize after it has been delivered. TopYa! and the Contest Entities make no representations or warranties of any kind concerning the appearance, safety, or performance of any prize. Except where prohibited by law, the Winner grants to TopYa! and the Contest Entities the right to print, publish, broadcast and use worldwide in any media now known or hereinafter known and without limitation the winner's name, address, voice, statement, picture or other likeness, without additional compensation, for public relations, advertising and promotional purposes as may be determined by TopYa! and the Contest Entities. In the event there is a discrepancy or inconsistency between statements contained in any Contest-related materials, and terms and conditions stated in the Rules, the Rules shall prevail, govern and control and the discrepancy will be resolved in the Contest Entities' sole and absolute discretion.

12) WINNER'S LIST: The winner's list will be available by sending a self-addressed stamped envelope to: TopYa! Contests P.O. Box 200758 Denver, CO 80220.

13) DISPUTES: Entrant agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Promotion shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for Colorado or the appropriate Colorado State Court; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Contest but in no event attorneys' fees; and (iii) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and/or consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or the rights and obligations of the Entrant and Contest Entities in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of Colorado.

14) OFFICIAL RULES: The Rules will be available online at: https://topya.com/contestrules.html throughout the Contest Period.