Terms & Conditions

LAST UPDATED: JANUARY __, 2023

1. Acceptance of Terms of Use

These Terms of Use (“Agreement“) between you and I Pick Winners, LLC, anArizona limited liability company (referred to herein as IPW, we, our, and us), set forth the legally binding terms and conditions for your use of the website at www.ipickwinners.com and the services provided through such website(“Site“). By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement.

Please refer to our Privacy Policy for information on how we collect, use and disclose personally identifiable information. If any conflict exists between disAgreement and our Privacy Policy, this Agreement will govern.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND/OR THE PRIVACY POLICY, DO NOT USE THIS SITE.

YOU MAY NOT USE THE SITE IF YOU ARE UNDER THE AGE OF 18. ANY REGISTRATION, USE OF, OR ACCESS TO, THE SITE BY ANYONE UNDER THE AGE OF 18 IS UNAUTHORIZED, UNLICENSED AND IN VIOLATION OF THIS AGREEMENT.

We may modify this Agreement, or any policy or guideline of the Site, at anytime at our sole discretion. Any modifications will be posted on this page and will be effective immediately. Therefore, we recommend that you review this page on regular basis. Your continued use of the Site after any such modification will mean you agree to this Agreement as modified. If you do not agree to any modified term, do not use the Site.

2. Registration, Accounts, & Passwords

IPW is in the business of providing information for entertainment purposes only(collectively, the “Services”) and only to persons who are 18 years of age or older who purchase a subscription from IPW for themselves or as an employee of a business, and are bound by this Agreement. The Site is not a betting website. We do not take or place bets. You are not authorized to use any information provided or given through the Site for commercial purposes.

Subscribers will establish an account with IPW which is bound by the terms and conditions of this Agreement and our Privacy Policy. The account withIPWispersonal to you and you are not authorized to share your account or any information we provide to you as part of the Services with another person without the prior written consent of IPW which may be withheld at IPW’s sole

discretion. You agree to: (a) provide accurate, current and complete information(“Registration Data“), (b) maintain the confidentiality of your account (including username and password); and (c) maintain and promptly update your Registration Data, and any other information you provide to IPW, and keep it accurate, current and complete.

You are solely responsible for all activities that occur under your account or in connection with your password, whether authorized by you or not. You agree to(a) immediately notify IPW of any unauthorized use of your account or password and of any breach of security involving your account or the Site; and (b) ensure that you properly exit from your account each time you use the Site. You assume and accept all risks of unauthorized access to the Registration Data and other information you provide to IPW.

We have the right at our sole discretion to terminate access to the Site and to deactivate and remove your account if we learn that you have provided us with false or misleading Registration Data, or if we suspect that it is being used violation of this Agreement or in an unauthorized or fraudulent manner. In Addition, we may close your account if you do not use the account within period of at least twelve (12) consecutive months and, in such event, you may be required to reinstate your account in order to access the Site.

3. User Conduct

You will not use the Service for any purpose that is unlawful or prohibited by this Agreement or not otherwise intended by IPW.

You will not use or upload onto the Site or otherwise share on or through the Site any information or content that (a) infringes on any rights of a third party, (b) is otherwise libelous, defamatory, obscene, pornographic, abusive, offensive, or otherwise violates any law or right of any third party, or (c) is illegal or for an unauthorized purpose.

You will not request or solicit account credentials such as username or password from any user of the Site. You will not create or submit unwanted emails or other messages such as Spam to any user of the Site.

You will not use information provided on or made available through the Site violate any law.

Neither IPW nor its officers or directors owe you any duty including without limitation a fiduciary duty and nothing in this Agreement creates such a duty or relationship.4

4. Risk & Liability.

Beware that if you use information available on or through the Site to make better engage in gambling, such speculative activity carries a high level of risk, and you may lose all your money. If you choose to make a bet or engage in gambling, you should only gamble with money you can afford to lose. Placing

bets can result in consumers incurring liabilities in excess of their initial stake. We Encourage you to fully understand all risks before making any bets, and seek independent advice if necessary. The Site is not a betting or gambling website. We do not take or place bets. You are not authorized to use any information provided by us or through the Site for commercial purposes.

We are not liable for any losses that are incurred as a result of the information purchased, received, or viewed through this Site. Past performance does not guarantee future results. Any reliance on information and/or recommendations provided through the Site is at your sole discretion and at your sole risk.

This is neither a solicitation nor an offer to buy or sell any investments. Nore presentation is made of any kind about any information made available through the Site or that it will or is likely to achieve profits or losses and nothing provided on or through the Site is intended to create such a representation. The Past performance of any picks, predictions, systems or methodology is not necessarily indicative of future results.

You hereby agree that ANY and ALL betting or gambling decisions you make are your own, at your own discretion, and reflect your own personal level of risk and betting or gambling skills.

You acknowledge and agree that we do not, have not, and will not make any promises, guarantees and warranties about the information provided throughout the Site or the use of such information to place a bet, gamble or provide any result including a profit or loss.

Information provided on or through the Site is solely the opinion of IPW only. Past results are not indicative of future results. It is your sole responsibility to assess the risk before placing any bet or gamble. You hereby agree that you will not hold IPW liable or responsible in any way for any profit or loss you incur by using the information provided on or through the Site or otherwise by IPW in making any bet or gamble including, without limitation, any tax liability or consequence related to such activity. You acknowledge that IPWdoes not offer or provide legal or tax advice. You are encouraged to seek the professional opinions of attorneys, accountants and financial advisors in that regard.

5. Ownership and Proprietary Information

The content and information on the Site which may include video and audio content and the selection and arrangement of such content and information(“Site Content“) is proprietary to IPW and/or its licensors, publishers, rights holders, or other content providers. The Site and all Site Content is protectedbyU.S. and international copyright laws. The Site and all Site Content is ©2022I PickWinners, LLC and its licensors, All Rights Reserved.

The name “I Pick Winners,” the IPW’ logo and all other names and slogans displayed on the Site are registered and/or common law trademarks of IPWand/or its licensors, publishers, rights holders, or other content providers and may not be copied, imitated or used, in whole or in part, without the prior written

permission of an authorized officer of IPW or the applicable trademark holder. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, are the service marks, trademarks and/or trade dress of IPW and may not be copied, imitated or used, in whole or in part, without the prior written permission of an authorized officer of IPW. Reference to any service or information by trade name, trademark, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof byIPW.

6. Use Restrictions; Intellectual Property

Subject to the terms, conditions and restrictions of this Agreement, IPW grants

you a limited, non-exclusive, personal, non-sub licensable and revocable license to access and use the Site and to view, copy and print this Agreement for your own informational, personal and non-commercial use but you shall not:

(a) modify or otherwise make derivative uses of the Site or the SiteContent, or any portion thereof;

(b) remove or modify any copyright, trademark or other proprietary notices that have been placed on the Site or the Site Content;

(d) use the Site or the Site Content other than for its intended purpose;

(e) except as expressly provided herein, reproduce, prepare derivative works from, distribute or display, the Site or any Site Content (other than for page caching);

(f) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, andform) of IPW, without express written consent of IPW; and

(g) use any meta tags or any other “hidden text” utilizing IPW’s name or trademarks; without the express written consent of an authorized officer of IPW.

Except as expressly permitted above, any use of any portion of the Site or SiteContent without the prior written permission of an authorized officer of IPWisstrictly prohibited and will result in the termination of the Services and this Agreement with you.

The Site may contain links to third-party websites (“Third-Party Sites“) and third-party content (“Third-Party Content“). Be aware that your use of links toThird- Party Sites and Third-Party Content is at your own risk. IPW does not monitor or

have any control over, and makes no claim or representation regarding, Third- Party Content and Third-Party Sites. A link to any Third-Party Sites or Third-PartyContent does not imply IPW’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Sites or Third-Party Content. IPW accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Sites, Third-Party Content, or any other websites linking to the Site. You should review the terms and policies including privacy policies and data gathering practices of any Third-Party Sites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any such Third-Party Sites.

You represent and warrant that your use of the Site and the Site Content will be consistent with this Agreement, and will not infringe, misappropriate or violate

the rights of IPW or any other party, or breach any contract or legal duty to IPW or any other party, or otherwise violate any law. You will indemnify, defend and hold harmless IPW, its officers, directors and employees, for and from any and all claims, liabilities damages, and losses arising out of or related to your access and use of the Site, the Services, or the Site Content, your violation of this Agreement, or the infringement by you, or any third party using your account or your username and password, of any intellectual property or other right of any person or entity.

7. U.S. Government Restricted Rights

The materials on the Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of IPW’s proprietary rights in them.

8. Changes

Information on the Site may be changed or updated without notice. IPW may also make improvements and/or changes to its Services at any time without notice.

9. Availability

The Site is controlled and operated by IPW from its offices within the UnitedStates of America. IPW makes no representation or warranty that the Site And The Site Content are appropriate or available for use in other jurisdictions. If you access the Site from locations outside the United States, you do so at your own risk and with the understanding that you are responsible for compliance with all applicable local laws.

10. Continuous Service

IPW does not warrant or guarantee continuous, uninterrupted, timely, secured error-free access to or use of the Site. You may experience interruptions to the operation or functionality of the Site for many reasons including reasons outside of IPW’s control. IPW does not warrant or guarantee that any defects or bugs will be corrected.

IPW reserves the right, in its sole discretion, without any notice or liability to you, to (a) terminate your access and use of the Site or any portion thereof, (b) block or prevent your future access to and use of all or any portion of the Site and/or the Site Content, (c) change, suspend or discontinue any aspect of the Site and/or the Site Content, and (d) impose limits on the Site and/or the SiteContent.

11. WARRANTY DISCLAIMER

THE SITE AND THE SITE CONTENT ARE PROVIDED ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IPW EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON INFRINGEMENT AS TO ITS SITE, SERVICES, INFORMATION, SITE CONTENT, ANDANY OTHER CONTENT AND MATERIALS ON THE SITE. IPW DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, INFORMATION, SITE CONTENT, OR ANY OTHER CONTENT OR MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY PROPRIETARY CHARACTER OF THE SITE, SERVICES, INFORMATION, SITE CONTENT, AND ANY OTHER CONTENT OR MATERIALS OR ANY PORTION THEREOF.

INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. IPW CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE IS FREE OF VIRUSES OROTHERHARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY- RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. USE OF THE SITE IS SOLELY AT YOUR OWN RISK.

IPW DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, INFORMATION, SITE CONTENT, OR ANY OTHER CONTENT OR MATERIALSONOR MADE AVAILABLE THROUGH THE SITE OR THE SERVICES COMPLIES WITH LOCAL LAWS OF YOUR JURISDICTION.

12. Limitation of Liability

YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST IPW, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES AND AGENTS

ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE, THE SITE CONTENT, OR THE SERVICES, OR THE INFORMATION OR MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY, OR ALLEGATIONS THAT IPW SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE AT YOUR OWN RISK.

IN ADDITION TO THE FOREGOING AND NOT IN LIMITATION, IPW SHALL NOT LIABLE FOR ANY LOSSES OR DAMAGES YOU INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SITE, SERVICES, OR INFORMATION.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL IPW BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE INABILITY TO USE, THESITE, SERVICES, INFORMATION, SITE CONTENT, OR MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, EVEN IF IPW OR AN IP AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO THEORY OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY IPW, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY OR OTHER THEORY, EXCEED THE GREATER OF TEN U.S. DOLLARS ($10.00) OR THE AMOUNT YOU ACTUALLY PAID TO IPW, IF ANY, IN THE EVENT WHICH GAVE RISE TO THE CLAIM.

Some of the above limitations on liability may not apply to you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In such cases, IPW’s liability will be limited to the fullest extent permitted by the applicable law.

We are not liable to you or any third party for losses incurred directly or indirectly as a result of any event that is reasonably beyond our control, including but not limited to, acts of God, government actions, pandemics, epidemics, natural disasters, war, labor strikes, terrorist attacks, problems with third party internet providers, internet disruptions, telecommunication problems, power outage, unauthorized access, or operator errors.

13. Governing Law and Dispute Resolution

This Agreement is governed by, and will be construed in accordance with, the laws of the state of Arizona, without giving effect to conflicts of law principles. You agree to submit any claim, dispute, or disagreement to mediation before mutually-agreeable mediator prior to any other form of dispute resolution. All mediation or any other form of dispute resolution will take place in Phoenix,

Arizona. You consent to the personal jurisdiction of courts located in Phoenix, Arizona, stipulate to the fairness and convenience of proceedings in such courts, and irrevocably waive, and covenant not to assert, any objection to such venue.

14. Admissible

A printed version of this Agreement shall be admissible in judicial and administrative proceedings based upon or relating to this Agreement the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15. Entire Agreement

This Agreement and our Privacy Policy constitute the sole and entire agreement between you and IPW with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

16. Severability

The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.

17. Transmissions

Any material, information, or idea you transmit or communicate through or on the Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by IPW or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing its products and services. Notwithstanding the foregoing, all personal data that you provide to IPW, for example Registration Data, will be handled in accordance with IPW’s Privacy Policy.

You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, harmful, damaging, libelous, defamatory, obscene, scandalous, inflammatory, false, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law. You will not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

18. Termination

In its sole and absolute discretion, with or without notice to you, IPW may suspend or terminate your use of and access to the Site, terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Site without prior notice and for any reason, including, but not limited to: (a) concurrent access of the Site with identical user identification, (b) permitting another person or entity to use your user identification, (c) any unauthorized access or use of the Site, (d) violating this Agreement, (e) tampering with or altering any of the software and/or data files contained in, or accessed through, the Site, or (f) failing to use the Site on regular basis. You may terminate your account for any reason by emailing IPW at info@ipickwinner.com. IPW will not be liable to you or any third party for any claims or damages arising out of any termination or suspension of your use of the Site. Termination, suspension, or cancellation of your use of the Site will not affect any right or relief to which IPW may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert toIPW.

19. Digital Millennium Copyright Act (“DMCA”) Notice

We respect the copyright interests of others. If you believe any materials on Site infringe upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent by providing written notice that includes the following:

(a) A physical or electronic signature of the copyright owner a person authorized to act on the copyright owner’s behalf;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site;

(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(c) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(d) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(e) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

All DMCA notices should be sent to our Designated Agent as follows:

_________________________

________________________

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s addressin our records.

In accordance with the DMCA and other applicable law, IPW has adopted a policy of terminating, in appropriate circumstances and at IPW’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. IPW may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

20. Assistance

If you do not understand any of the foregoing terms of this Agreement or if you have any questions or comments, please contact our customer service department info@ipickwinners.com.